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Shaftesbury PLC (SHB)

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Wednesday 06 December, 2017

Shaftesbury PLC

Proposed placing of new ordinary shares

RNS Number : 4900Y
Shaftesbury PLC
06 December 2017
 

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE "ANNOUNCEMENT"), AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Shaftesbury PLC ("Shaftesbury" or the "Company" or the "Group")

 

PROPOSED PLACING OF NEW ORDINARY SHARES

AND

acquisition of 72 broadwick street

 

6 December 2017

 

 

Shaftesbury today announces a placing of up to 27,855,508 new ordinary shares of 25 pence each at 952 pence per share, representing approximately 9.98% of the current issued share capital of the Company raising gross proceeds of up to £265 million.

 

Highlights

 

-   The new ordinary shares will be issued at 952 pence per share, which equates to EPRA NAV per share as at 30 September 2017.

-   The net proceeds are intended to be used as follows:

to finance the acquisition of 72 Broadwick Street for £92 million (including costs) with additional anticipated capital expenditure of approximately £20 million;

to finance the acquisition of a long-leasehold interest in 90-104 Berwick Street for £41 million (including costs and £2 million deposit paid in August 2017) announced on 21 August 2017. Completion of the acquisition is anticipated in late 2018, following completion of the vendor's redevelopment scheme;

to fund £9 million of other property acquisitions in the preceding 6 months; and

the remainder of the proceeds will be used to provide financial capacity for further acquisitions, as opportunities arise and to fund value-enhancing schemes (including approximately £12 million to complete current schemes1).

-   The placing shares will rank pari passu with the existing ordinary shares of 25 pence each in the capital of the Company including the right to receive the final dividend of 8.1 pence per share announced in the Company's Full Year results on 28 November 2017, to be paid on 16 February 2018 to investors on the register as at 19 January 2018 (subject to shareholders' approval at the 2018 AGM).

-   Strong support for the placing already indicated by certain existing institutional shareholders and priority will be given to existing shareholders.

 

Introduction

 

The Board of Shaftesbury announces today that it is proposing to raise additional equity capital through a placing (the "Placing") of up to 27,855,508 ordinary shares of 25 pence each in the capital of Shaftesbury (the "Placing Shares") at a price of 952 per share. The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this Announcement. J.P. Morgan Cazenove and Liberum have been appointed as joint bookrunners in respect of the Placing.

 

The placing price of 952 pence per share equates to the EPRA NAV per share of 952 pence as at 30 September 2017 and represents a discount of 4.90 per cent. to the closing price of 1,001 pence per existing ordinary share on 5 December 2017 (being the last business day prior to the Announcement).

 

 

 

 

 

Background to and reasons for the Placing

 

·     Acquisition of freehold of 72 Broadwick Street

The Group announces that it has acquired the freehold of 72 Broadwick Street, situated at the eastern gateway to Carnaby, for £92 million (including costs).

In its current configuration, the building provides 54,100 sq. ft. of office accommodation, eleven apartments extending to 11,200 sq. ft. and a large basement car park. It produces an income of £3.1 million, of which £2.6 million will cease when the office tenant vacates at the end of September 2018. The purchase initially increases the proportion of total Group income derived from offices by c.2% to 19%.

The freehold interest that has been acquired is subject to an existing un-geared long lease to the Group over the ground floor and part of the basement, comprising 13,900 sq. ft. of retail and a café. This leasehold interest was valued at £66.8 million in the Company's 30 September 2017 results.

The acquisition gives the Group control over this strategically important 0.5-acre site. Subject to planning consents, it will provide opportunities, through change of use, reconfiguration and refurbishment, to create valuable new retail and restaurant space in the building. The office space remaining after these changes, together with the residential accommodation, will be refurbished. The Group's plans include the relocation of the office entrance to the prominent eastern corner of the building on Broadwick Street. The estimated cost of the improvements is £20 million.

·     Forward purchase of long leasehold interest in 90-104 Berwick Street

As previously announced, the Group has contracted to forward-purchase a long leasehold interest in 90-104 Berwick Street at a price of £41 million (including acquisition costs).

Located at the southern end of Berwick Street, the property currently is being redeveloped to provide 12,500 sq. ft. of retail, a 5,500 sq. ft. supermarket, a 2,000 sq. ft. restaurant and a 110 bedroom hotel. Both the hotel and supermarket have been pre-let. This represents two thirds of the expected income from the property. 

The redevelopment is expected to complete in late 2018, which will, subject to satisfying various contractual conditions, trigger the completion of the acquisition. Once completed, the Group's ownership of Berwick Street frontages will rise to approximately 50 per cent., enabling it to accelerate its long-term strategy for this important north-south route in the heart of Soho.

·     Other acquisitions

In addition to these acquisitions, and £9 million of other properties acquired in the last 6 months, the Group expects to see acquisition opportunities within its core locations. The buildings the Group seeks to acquire are often in long-term private ownership and existing owners are often reluctant to sell. Consequently, the timing of purchases is unpredictable. However, over the past 5 years, acquisitions have averaged £52 million p.a..

·     Value-enhancing asset management activity

The Placing will also provide the Group with the funding for further value-enhancing asset management initiatives across its portfolio, including public realm improvements. At 30 September 2017, the Group had schemes extending to 124,000 sq. ft., representing 6.6% of its wholly-owned portfolio's estimated rental value ("ERV"). This included 28,700 sq.ft. at 57 Broadwick Street and 95,300 sq.ft. across 47 other schemes. Together, the cost to complete these projects was approximately £12 million. The Group continues to identify opportunities for further asset management initiatives, often negotiating early vacant possession to accelerate its ideas.  

 

 

 

Details of the Placing

 

The Bookbuild will open with immediate effect following this Announcement. The exact number of Placing Shares will be determined by the Company, J.P. Morgan Cazenove and Liberum at the close of the Bookbuild and announced by the Company shortly thereafter. The timing of the closing of the Bookbuild and allocations are at the discretion of the Company, J.P. Morgan Cazenove and Liberum.

 

Under the terms of the Placing, Shaftesbury intends to issue up to 27,855,508 new ordinary shares of 25 pence each in the capital of the Company, representing approximately 9.98% of the current issued ordinary share capital of the Company as at 5 December 2017. The new ordinary shares will be placed at a price of 952 pence per share. The Placing Shares will be issued in accordance with authorisations granted pursuant to resolutions approved at the Company's last Annual General Meeting held on 10 February 2017. Strong support for the Placing has already been indicated by certain existing institutional shareholders and priority will be given to existing shareholders.

 

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu with the existing ordinary shares of 25 pence each in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid, including the final dividend of 8.1 pence per share announced in the Company's Full Year results on 28 November 2017, to be paid on 16 February 2018 to investors on the register as at 19 January 2018, subject to shareholders' approval at the Company's Annual General Meeting to be held on 9 February 2018.

 

The Company will apply for admission of the Placing Shares to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange plc's main market for listed securities ("Admission"). It is expected that Admission will take place and that trading in the Placing Shares will commence on 11 December 2017.

 

The Placing is conditional upon, inter alia, Admission becoming effective and upon the placing agreement between the Company, J.P. Morgan Cazenove and Liberum (the "Placing Agreement") becoming unconditional and not being terminated. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this Announcement which forms part of the Announcement).

 

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

 

The Company has agreed with J.P. Morgan Cazenove and Liberum to a 90 day lock-up from Admission, subject to certain exceptions.

Current trading and financial position

Other than the acquisition of 72 Broadwick Street, there has been no material change to current trading or the Company's financial position since the update given in the Full Year results published on 28 November 2017.

1.     As at 30 September 2017

 

Commenting on the Placing, Brian Bickell, Chief Executive, said:

 

"We are pleased to have secured the important, strategic ownership of 72 Broadwick Street, in the centre of Carnaby. It offers exciting opportunities to reconfigure space on the lower floors to provide new restaurant and retail space, adding to Carnaby's renowned variety of shops, restaurants and leisure choices. The upgraded office and residential accommodation will benefit from their proximity to the new Crossrail ticket hall on Dean Street and Broadwick Street's growing profile and footfall as a major east-west route in Soho.

 

Securing additional equity will support the continuing expansion of, and investment in, our exceptional portfolio located in the heart of London's West End."  

 

Market Abuse Regulation

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation. Upon the publication of this Announcement via a regulatory information service, this inside information is now considered to be in the public domain.

Unless otherwise defined, the terms used in this Announcement have the meaning set out in the Appendix.

For further information, please contact:

 

Shaftesbury                                                     020 7333 8118

Brian Bickell, Chief Executive 

Christopher Ward, Finance Director

Penny Thomas, Company Secretary

 

J.P. Morgan Cazenove                                               020 7742 4000

Bronson Albery

Barry Meyers

Paul Hewlett

Tara Morrison

 

Liberum                                                          020 3100 2222

Richard Crawley

John Fishley

Jamie Richards

Dominik Götzenberger

 

Taurus London                                               020 7959 7000

Peter Tracey

Tom Fyson

 

RMS Partners                                                 020 3735 6551

Simon Courtenay

 

MHP Communications                                   020 3128 8100

Andrew Leach/Reg Hoare

 

 

IMPORTANT NOTICE

 

This Announcement has been issued by and is the sole responsibility of the Company.

 

This information contained in this Announcement is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States") Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful.

This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where such offer or solicitation may be restricted, unlawful or unauthorised. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of any national resident or citizen of Canada, Australia or Japan. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws of any other  jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any  other jurisdiction of the United States. Any offering of the Placing Shares to be made in the United States will be made only to a limited number of "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering and outside the United States in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act. No public offering of the shares referred to in this Announcement is being made in the United States, United Kingdom, Australia, Canada or elsewhere.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive (as defined below)) to be published.

This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(1)(e) of EU Directive 2003/71/EC and amendments thereto (the "Prospectus Directive") ("Qualified Investors") and (b) if in the United Kingdom, persons who also (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) in the United States, "qualified institutional buyers" (a "QIB") (as defined in Rule 144a under the Securities Act); (d) in Australia, exempt investors who are able to demonstrate that they (i) fall within one or more of the categories of investors under Section 708 of the Australian Corporations Act 2001 (Cth) (the "Corporations Act") to whom an offer may be made without disclosure under Part 6d.2 of the Corporations Act and (ii) are "wholesale clients" for the purpose of Section 761G of the Corporations Act ("Exempt Investors"); and (e) in Canada, purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or Subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations ("Accredited Investors"); and (f) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove" or "JPMC") or Liberum Capital Limited ("Liberum", and together with J.P. Morgan Cazenove, the "Joint Bookrunners") or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Liberum Capital Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, and J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, are acting as Joint Bookrunners for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Joint Bookrunners nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Bookrunners by the Financial Services and Markets Act 2000 or by the regulatory regime established under it, neither J.P. Morgan Cazenove nor Liberum nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of J.P. Morgan Cazenove or Liberum or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing. J.P. Morgan Cazenove and Liberum and each of their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by J.P. Morgan Cazenove or Liberum or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, subscribe for, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.



APPENDIX

FURTHER DETAILS OF THE PLACING

 

TERMS AND CONDITIONS

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

 

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AS AMENDED, AND INCLUDES THE 2010 PD AMENDING DIRECTIVE (DIRECTIVE 2010/73/EU) TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO ALSO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; (C) IN THE UNITED STATES, "QUALIFIED INSTITUTIONAL BUYERS" (A "QIB") (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT); (D) IN AUSTRALIA, EXEMPT INVESTORS WHO ARE ABLE TO DEMONSTRATE THAT THEY (I) FALL WITHIN ONE OR MORE OF THE CATEGORIES OF INVESTORS UNDER SECTION 708 OF THE AUSTRALIAN CORPORATIONS ACT 2001 (CTH) (THE "CORPORATIONS ACT") TO WHOM AN OFFER MAY BE MADE WITHOUT DISCLOSURE UNDER PART 6D.2 OF THE CORPORATIONS ACT AND (II) ARE "WHOLESALE CLIENTS" FOR THE PURPOSE OF SECTION 761G OF THE CORPORATIONS ACT ("EXEMPT INVESTORS"); AND (E) IN CANADA, PURCHASERS PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS ("ACCREDITED INVESTORS") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA OR CANADA. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD IN ANY JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF ANY NATIONAL, RESIDENT OR CITIZEN IN AUSTRALIA OR CANADA. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES, AUSTRALIA, CANADA OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.

 

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to acquire Placing Shares (as defined below), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular each such Placee (as defined below) represents, warrants and acknowledges that:

 

(a)     it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

 

(b)     in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area other than Qualified Investors or in circumstances in which the prior consent of JPMC and Liberum has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the European Economic Area other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

 

(c)     except for such person confirming their status as a "qualified institutional buyer" (a "QIB") (as defined in Rule 144A under the Securities Act), having duly executed (or will duly execute) an investor letter (the "US Investor Letter") to that effect in the form provided to it and having delivered (or will deliver) the same to JPMC and Liberum or their respective affiliates (i) it is not within the United States;  (ii) it is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;  (iii) it is not exercising for the account of any person who is located in the United States, unless (a) the instruction to exercise was received from a person outside the United States and (b) the person giving such instruction has confirmed that (x) it has the authority to give such instruction, and (y) either (A)  has investment discretion over such account or (B) is an investment manager or investment company that it is acquiring the Placing Shares in an "offshore transaction" within the meaning of Regulation S under the Securities Act; and (iv) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Placing Shares into the United States or any other jurisdiction referred to in (ii) above.

 

The Company, JPMC and Liberum will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

 

Save as expressly set out, this Announcement (including the Appendix) is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United Kingdom, the United States, Australia, Canada, Japan or South Africa. Past performance is not a good guide to future performance. Persons needing advice should consult an independent financial advisor. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan or South Africa or in any jurisdiction in which such publication or distribution is unlawful. No public offer of securities of the Company is being made in the United Kingdom, United States, Australia, Canada or elsewhere.

 

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

 

The Placing Shares may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any offering to be made in the United States will be made to a limited number of QIBs pursuant to an exemption from registration under the Securities Act or in a transaction not involving any public offering. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.

 

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction outside the United Kingdom.

 

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

 

In this Appendix, unless the context otherwise requires, Placee means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has been given.

 

Details of the Placing Agreement and the Placing Shares

 

JPMC and Liberum have entered into a placing agreement (the "Placing Agreement") dated 6 December 2017 with the Company under which JPMC and Liberum have, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure placees (the "Placees") for such number of new ordinary shares in the capital of the Company of nominal value 25 pence each, as shall be determined following completion of an accelerated bookbuild process (the "Placing Shares") at a price per Placing Share of 952 pence ("Placing Price") (the "Placing").

 

In accordance with the terms of the Placing Agreement, JPMC and Liberum have agreed, subject to agreement with the Company as to the number of the Placing Shares to be placed with Placees, to underwrite the settlement risk in the event that any Placees fail to take up their allocation of the Placing Shares.

The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued ordinary shares of 25 pence per share in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of such Ordinary Shares after the date of issue of the Placing Shares. The allotment and issue of the Placing Shares will be made by the Company to Placees in consideration for receipt of the Placing proceeds.

Application for listing and admission to trading

 

Application will be made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium listing segment of the Official List of the FCA (the "Official List") and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 11 December 2017 and that dealings in the Placing Shares will commence at that time.

 

Bookbuild

 

JPMC and Liberum will today commence the bookbuilding process in respect to the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees.  This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.  No commissions will be paid to Placees or by Placees in respect of any Placing Shares. 

 

JPMC, Liberum and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine. 

 

Participation in, and principal terms of, the Placing

 

1.         JPMC and Liberum are arranging the Placing each as bookrunner and agent of the Company.

 

2.         Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by JPMC or Liberum.  JPMC and Liberum and their affiliates are entitled to enter bids in the Bookbuild as principal.

 

3.         The total number of Placing Shares issued and the aggregate proceeds to be raised through the Placing will be announced on a Regulatory Information Service following the completion of the Bookbuild (the "Results Announcement").

 

4.         To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or electronically to their usual sales contact at JPMC or Liberum.  Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Placing Price .  Bids may be scaled down by JPMC and Liberum on the basis referred to in paragraph 8 below.

 

5.         The Bookbuild is expected to close no later than 4.30 p.m. (London time) on 6 December 2017 but may be closed earlier or later at the discretion of JPMC and Liberum.  JPMC and Liberum may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right to reduce the amount to be raised pursuant to the Placing, in its absolute discretion. 

 

6.         Each Placee's allocation will be confirmed to it orally or electronically by JPMC or Liberum (as applicable) following the close of the Placing, and a contract note will be dispatched as soon as possible thereafter. JPMC's or Liberum's oral or electronic confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person in favour of JPMC or Liberum (as applicable) and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's Memorandum and Articles of Association.

 

7.         The Company will make a further Announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued and the aggregate proceeds raised, referred to in paragraph 3 above as the "Results Announcement".

 

8.         Subject to paragraphs 4 and 5 above, JPMC and Liberum may choose to accept bids, either in whole or in part, on the basis of allocations determined at their absolute discretion and may scale down any bids for this purpose on such basis as it may determine. JPMC and Liberum may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing.

 

9.         A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with JPMC's and Liberum's consent will not be capable of variation or revocation after the time at which it is submitted.  Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to JPMC or Liberum (as applicable), to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire.  Each Placee's obligations other than its obligation to make payment under the preceding sentence will be owed to the Company and to JPMC or Liberum (as applicable).

 

10.        Except as required by law or regulation, no press release or other Announcement will be made by JPMC, Liberum or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

 

11.        Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

 

12.        All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement". 

 

13.        By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

 

14.        To the fullest extent permissible by law, none of JPMC, Liberum or any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise).  In particular, none of JPMC, Liberum or any of their respective affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of JPMC's or Liberum's conduct of the Bookbuild or of such alternative method of effecting the Placing as JPMC, Liberum and the Company may agree.

 

Conditions of the Placing

 

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. JPMC's and Liberum's obligations under the Placing Agreement are conditional on, inter alia:

 

(a)        Admission taking place not later than 8.00 a.m. (London time) on 11 December 2017 or such later date as the Company, JPMC and Liberum may otherwise agree but not being later than close of business 15 December 2017;

 

(b)        in the opinion of JPMC and Liberum (acting in good faith), the warranties being true and accurate in all respects and not misleading in any respect on and as of the date of the Placing Agreement, on the execution of the term sheet between the Company, JPMC and Liberum and immediately before Admission as if they had been repeated by reference to the facts and circumstances then existing;

 

(c)        the Company having complied with all of its undertakings, covenants and obligations under the Placing Agreement which fall to be performed or satisfied prior to Admission, save where JPMC and Liberum, acting jointly and in good faith, consider that any non compliance is not (singly or in the aggregate) material in the context of the Company's group taken as a whole, the Placing, the underwriting of the Placing Shares, Admission or dealings in the Placing Shares during the period from Admission until 90 days thereafter;

 

(d)        the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement.

 

If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by JPMC and Liberum in their absolute discretion by the respective time or date where specified (or such later time or date as the Company, JPMC and Liberum may agree) or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

 

JPMC and Liberum may, at their absolute discretion and upon such terms as they consider appropriate, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement (save for certain conditions, including the condition above relating to Admission taking place and the Company's allotment of the Placing Shares, which may not be waived) or extend in writing the time required for the fulfilment of any such conditions in respect of all or any part of the performance thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

 

Neither JPMC, Liberum, the Company nor any of their respective affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of JPMC and Liberum.

 

Right to terminate under the Placing Agreement

 

Each of JPMC and Liberum is entitled in its absolute discretion, at any time up to and including Admission, to terminate the Placing Agreement in accordance with the terms of the Placing Agreement in certain circumstances, including any of the warranties given to JPMC and Liberum in the Placing Agreement being or having become untrue or inaccurate or misleading, or the failure of the Company to comply with any of its obligations, which is material in JPMC's or Liberum's sole judgement (acting in good faith) or, the occurrence of a force majeure event as specified in the Placing Agreement.

 

By participating in the Placing, Placees agree that the exercise by JPMC and/or Liberum (as applicable) of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of JPMC and Liberum and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

 

Lock-up

The Company has agreed with JPMC and Liberum that it will not (and the Company will use all reasonable endeavours to procure that no member of its group or its or their respective employees will), without the prior written consent of JPMC and Liberum, at any time prior to the date which is 90 days after, as appropriate, Admission (except for the grant of options under, and the allotment and issue of Ordinary Shares pursuant to options granted under, the Company's existing share option schemes, in each case in accordance with normal practice): (a) allot, issue, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell, allot or issue, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any rights in respect of Ordinary Shares or any securities convertible into or exercisable or exchangeable for, or substantially similar to, Ordinary Shares; or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any securities of the Company; or (c) enter into any transaction with the same economic effect as, or agree to, or publicly announce any intention to enter into any transaction described in (a) or (b) above, whether any such transaction described in (a) or (b) above is to be settled by delivery of securities, in cash or otherwise, provided that the foregoing shall not apply to: (i) any Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date of the Placing Agreement; or (ii) any Ordinary Shares issued or options to subscribe for Ordinary Shares granted pursuant to existing employee benefit plans of the Company in accordance with normal practice.

No Prospectus

 

The Placee Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus or equivalent document in the UK, United States, Australia or Canada.  No offering document or prospectus has been or will be published or submitted to be approved by the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the Exchange Information (as defined below). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, JPMC, Liberum or any other person and none of JPMC, Liberum or the Company or any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. The Company is not making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax advisor and business advisor for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

Registration and Settlement

 

Settlement of transactions in the Placing Shares (ISIN: GB0007990962) following Admission will take place on a delivery versus payment basis within the CREST system, subject to certain exceptions.  JPMC, Liberum and the Company reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

 

Following close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with JPMC or Liberum stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to JPMC or Liberum (as applicable) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with JPMC or Liberum.

 

It is expected that settlement will be on 11 December 2017 in accordance with the instructions set out in the contract note.

 

In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company, JPMC and Liberum may agree that the Placing Shares should be issued in certificated form.  JPMC and Liberum reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by JPMC and Liberum.

 

Each Placee is deemed to agree that, if it does not comply with these obligations, JPMC or Liberum (as applicable) may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for JPMC's or Liberum's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on JPMC  or Liberum (as applicable) all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which JPMC or Liberum (as applicable) lawfully takes in pursuance of such sale.

 

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation.

 

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.

 

Representations, Warranties and Further Terms

 

By participating in the Placing each Placee (and any person acting on such Placee's behalf):

 

1        represents and warrants that it has read and understood this Announcement, including this Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

 

2        acknowledges that no offering document or prospectus has been or will be prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received and will not receive a prospectus or other offering document in connection therewith;

 

3        agrees to be bound by the terms of the articles of association of the Company;

 

4        acknowledges that the Ordinary Shares are listed on the premium listing segment of the Official List and admitted to trading on the main market  of the London Stock Exchange, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA (collectively "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

 

5        acknowledges that none of JPMC, Liberum or the Company or any of their respective affiliates or any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement and, if it is in the United States, the US Investor Letter; nor has it requested any of JPMC, Liberum, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

 

6        acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of (i) JPMC, its affiliates or any person acting on JPMC's behalf or (i) Liberum, its affiliates or any person acting on Liberum's behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service and, if it is in the United States, the US Investor Letter, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of JPMC, Liberum or the Company and none of JPMC, Liberum or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

 

7        represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

 

8        acknowledges that none of (i) JPMC, its affiliates or any person acting on JPMC's behalf or (i) Liberum,  its affiliates or any person acting on Liberum's behalf has or shall have any liability for any publicly available or filed information or any information, representation, warranty or statement relating to the Company contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

 

9        if the Placing Shares were offered to it in the United States, represents and warrants that in making its investment decision, (i) it has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, State and local income tax laws and foreign tax laws generally and the US Employee Retirement Income Security Act of 1974, as amended, the US Investment Company Act of 1940, as amended ("ERISA") and the Securities Act, (ii) it has received all information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares that it believes is necessary or appropriate in order to make an investment decision in respect of the Company and the Placing Shares, (iii) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk and no US federal or state or non-US agency has made any finding or determination as to the fairness for investment or any recommendation or endorsement of the Placing Shares, and (iv) it is able to bear the economic risk of an investment in the Placing Shares, is able to sustain a complete loss of the investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;

 

10      represents and warrants that it is not, and at the time the Placing Shares are acquired will not, subject to certain exceptions, be a resident of Australia, Canada, Japan or South Africa, and each of it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, a person satisfying the representation in paragraph (c) of page 2 of this Appendix, and has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Placing Shares, will not look to either JPMC or Liberum for all or part of any such loss it may suffer, is able to bear the economic risk of an investment in the Placing Shares, is able to sustain a complete loss of the investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares and represents and in the case of a QIB, warrants that it is acquiring the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB, for investment purposes and not with a view to any distribution or for resale in connection with, the distribution thereof in whole or in part, in the United States; and that it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

 

11      represents and warrants that the Placing Shares have not been and will not be registered or qualified for offer and sale nor will a prospectus be cleared in respect of any of the Placing Shares under the securities laws or legislation of the United States, Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, within those jurisdictions;

 

12      acknowledges that it is acquiring the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which, (i) if in the United States, is a QIB; (ii) if in Australia, is an Exempt Investor; or (iii) if in Canada, is an Accredited Investor, for investment purposes and not with a view to any distribution or for resale in connection with, the distribution thereof in whole or in part, in the United States, Australia or Canada and that it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

 

13      acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any State or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority and are being offered and sold on behalf of the Company in offshore transactions (as defined in Regulation S under the Securities Act) and to QIBs in reliance upon Rule 144A under the Securities Act or another exemption from, or transaction not subject to, the registration requirements under the Securities Act;

 

14      acknowledges that the Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and, so long as the Placing Shares are "restricted securities", it will not deposit the Placing Shares into any unrestricted depositary receipt facility maintained by any depositary bank in respect of the Company's Ordinary Shares and understands that the Placing Shares will not settle or trade through the facilities of the Depository Trust Corporation, the NYSE, NASDAQ or any other US exchange or clearing system;

 

15      represents and warrants that it will not reoffer, sell, pledge or otherwise transfer the Placing Shares except (i) in an offshore transaction in accordance with Regulation S under the Securities Act; (ii) in the United States to QIBs pursuant to Rule 144A under the Securities Act; (iii) pursuant to Rule 144 under the Securities Act (if available) or (iv) pursuant to an effective registration statement under the Securities Act and that, in each such case, such offer, sale, pledge, or transfer will be made in accordance with any applicable securities laws of any state of the United States;

 

16      represents and warrants that, unless otherwise notified to JPMC or Liberum prior to accepting its allocation in the Placing, in acquiring the Placing Shares it is not using "plan assets" (within the meaning of "ERISA") or assets of any other employee benefit plan subject to any US federal, state, local or other law or regulation that is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the US Internal Revenue Code of 1986, as amended;

 

17      acknowledges that the Company is likely to be a passive foreign investment company ("PFIC") for US federal income tax purposes, and it could be a PFIC in future years. If the Company is a PFIC, then US taxable investors may be subject to adverse US tax consequences in respect of their investment in the Placing Shares;

18      acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

 

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN AND PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS."

 

19      acknowledges that the relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada and no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada or Australia;

 

20      represents and warrants that it will not (unless an exemption under the relevant securities laws is applicable) offer, sell, resell or deliver the Placing Shares, directly or indirectly, into Australia or Canada;

 

21      represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

 

22      represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation (EU) 596/2014 (and the delegated acts, implementing acts, technical standards and guidelines under it), and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017/692 (the "Regulations") and the Senior Management Arrangements, Systems and Controls Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

 

23      if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the European Economic Area other than Qualified Investors (within the meaning of the Prospectus Directive), or in circumstances in which the prior consent of JPMC and Liberum has been given to the offer or resale;

 

24      represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in a requirement to publish a prospectus in the United Kingdom within the meaning of section 85(1) of the FSMA;

 

25      represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in a requirement to publish a prospectus in any member state of the European Economic Area within the meaning of the Prospectus Directive;

 

26      represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

 

27      represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

 

28      if in a Member State of the European Economic Area, unless otherwise specifically agreed with JPMC and Liberum in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive;

 

29      if in the UK, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive who also (i) has  professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) falls within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) is a person to whom this Announcement may otherwise be lawfully communicated;

 

30      if in the United States, represents and warrants that it is a QIB;

 

31      if in Australia, represents and warrants that it is a person who is able to demonstrate that it (i) falls within one or more of the categories of investors under Section 708 of the Australian Corporations Act 2001 (Cth) (the "Corporations Act") to whom an offer may be made without disclosure under Part 6d.2 of the Corporations Act and (ii) are "wholesale clients" for the purpose of section 761G of the Corporations Act;

 

32      if in Canada, represents and warrants that it is a purchaser purchasing, or deemed to be purchasing, as principal that is an accredited investor, as defined in National Instrument 45-106 Prospectus Exemptions or Subsection 73.3(1) of the Securities Act (Ontario), and is a permitted client, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

 

33      represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

 

34      undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as JPMC and Liberum may in their sole discretion determine and without liability to such Placee;

 

35      acknowledges that none of (i) JPMC, its affiliates or any person acting on JPMC's behalf or (ii) Liberum, its affiliates or any person acting on Liberum's behalf, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placees and that participation in the Placing is on the basis that it is not and will not be a client of either JPMC or Liberum and that neither JPMC nor Liberum has any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

 

36      undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of JPMC, Liberum or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company, JPMC and Liberum in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of JPMC or Liberum (as applicable) who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

 

37      acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with these terms and conditions or such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, JPMC or Liberum in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

 

38      agrees that the Company, JPMC, Liberum and each of their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to JPMC and Liberum on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises JPMC, Liberum and the Company to produce this announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

 

39      agrees to indemnify on an after tax basis and hold the Company, JPMC, Liberum and each of their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

 

40      acknowledges that no action has been or will be taken by any of the Company, JPMC, Liberum or any person acting on behalf of the Company, JPMC or Liberum that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required; and

 

41      acknowledges that its commitment to acquire Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing.

 

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to JPMC and Liberum for themselves and on behalf of the Company and are irrevocable.

 

The agreement to allot and issue Placing Shares to Placees (or the persons acting on behalf of Placees) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer through CREST of the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which none of the Company, JPMC or Liberum will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, JPMC and Liberum in the event that any of the Company, JPMC and/or Liberum has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify JPMC and Liberum accordingly.

 

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the allotment to them of any Placing Shares or the agreement by them to acquire any Placing Shares.

 

Each Placee, and any person acting on behalf of the Placee, acknowledges that neither JPMC nor Liberum owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

 

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that JPMC, Liberum or any of their respective affiliates (acting as an investor for its own account) may, in its absolute discretion, take up Placing Shares and in that capacity may retain, purchase or sell for its own account such Placing Shares and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Neither JPMC nor Liberum intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

 

When a Placee or person acting on behalf of the Placee is dealing with JPMC or Liberum, any money held in an account with JPMC or Liberum (as applicable) on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from JPMC's or Liberum's  money (as applicable) in accordance with the client money rules and will be used by JPMC or Liberum (as applicable) in the course of its own business and the Placee will rank only as a general creditor of JPMC or Liberum (as applicable).

 

All times and dates in this Announcement may be subject to amendment. JPMC and Liberum shall notify the Placees and any person acting on behalf of the Placees of any changes.

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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