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Tarsus Grp PLC (TRS)

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Friday 14 September, 2018

Tarsus Grp PLC

Acquisitions and Placing of New Ordinary Shares

RNS Number : 7553A
Tarsus Group PLC
14 September 2018
 

14 September 2018

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN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

Tarsus Group plc

Acquisitions

and

Placing of New Ordinary Shares

 

Acquisitions

Tarsus Group plc ("Tarsus", the "Company" or the "Group"), the international business-to-business media group, announces that it has agreed to enter the following transactions:

•           an acquisition of the remaining 50% stake in the Group's existing Mexican joint venture ("EJK Tarsus Mexico") from E.J. Krause & Associates, Inc ("EJK") for cash consideration of approximately US$18.0 million;

•         an acquisition of a further 25% interest in AMB Tarsus Exhibitions Sdn. Bhd. ("AMB") in South East Asia, taking its overall interest to 75%; and

•            a strategic partnership with Streamline Marketing Group ("SMG") in UAE,

together the "Transactions".

Placing

Tarsus also announces today that it intends to place new ordinary shares of 5 pence each in the capital of Tarsus (the "Placing Shares") to raise minimum gross proceeds of £24 million. The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement.

The final number of Placing Shares, which will not exceed 9.99 per cent of Tarsus' existing issued share capital, will be agreed by the Joint Bookrunners and the Company at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of the Joint Bookrunners and Tarsus.

The net proceeds of the proposed equity placing will be used to fund the US$29 million combined consideration for these transactions. Any remaining proceeds will be used to provide financial flexibility in continuing to pursue the Company's strategy. The Directors of Tarsus believe that together the Placing and Transactions will be earnings accretive over the biennial cycle. The Directors and the Company Secretary of Tarsus intend to subscribe for Placing Shares with a value amounting to approximately £600,000 in aggregate. The Placing is not conditional upon completion of the Transactions.

Deutsche Bank AG, London Branch ("Deutsche Bank") and Peel Hunt LLP ("Peel Hunt") are acting as joint bookrunners (the "Joint Bookrunners") in respect of the Placing.

 

Trading update

Tarsus has traded in line with the Board's expectations in the period since the announcement of its interim results on 26 July 2018. Bookings for the remaining 2018 shows are up 9% and buyers for the year to date are up 12%, both on a like for like basis. Bookings for the large 2019 events are performing well.

Highlights:

•           Acquiring minority shares of existing joint ventures in Mexico and South East Asia.
 

•           Strategic partnership with SMG, a complementary aerospace asset in the UAE.
 

•           Strategic rationale in line with Tarsus' Quickening the Pace 2 ("QTP2") strategy:

Strong financial track record; and

Organic growth opportunities, including event replications.
 

•           Net proceeds of the Placing will be used to fund the Transactions, with any excess funds to be used to provide financial flexibility in continuing to pursue the Company's QTP2 strategy.
 

•           The Directors of Tarsus believe that together the Placing and Transactions will be earnings accretive over the biennial cycle.
 

•           Tarsus has traded in line with the Board's expectations in the period since the announcement of its interim results on 26 July 2018.
 

•           The Group is well placed to continue to deliver encouraging growth in 2018 in line with management's/the Board's expectations

Commenting on the Placing, Douglas Emslie, Group Managing Director, said:

"These deals represent an exciting expansion in three of our key territories. In line with our "Quickening the Pace 2" strategy we continue to buy in minority interests where there is a compelling business case to do so.

Mexico is a large and fast-growing market and this agreement to acquire the remaining 50% interest in EJK Tarsus Mexico, thereby assuming full control of the Mexican business, represents an excellent opportunity for the Group to accelerate its growth.

Through our AMB joint venture Tarsus has successfully expanded its footprint in South East Asia. Our acquisition of a further 25% interest in the business allows Tarsus to take control of the operation whilst also retaining the existing entrepreneurial management who will continue to run the business day to day.

I am also excited by the prospect of continuing to work with Andrew Siow and the AMB team in South East Asia. Andrew is a very experienced exhibition professional with over 30 years' experience launching in the region.

The agreement to enter into a strategic partnership with SMG in the UAE represents a good bolt-on opportunity to our existing aerospace portfolio. I look forward to working with the SMG team to grow the business going forward."

For further information contact:

Tarsus Group plc

 

Douglas Emslie, Group Managing Director

+44 (0) 20 8846 2700

Dan O'Brien, Group Finance Director

+44 (0) 20 8846 2700

 

 

Deutsche Bank (Joint Bookrunner)

 

Simon Hollingsworth / Mark Hankinson / Ashish Jhajharia / Harry Sanders

+44 (0) 20 7545 8000

 

 

Peel Hunt LLP (Joint Bookrunner)

 

Edward Knight / Nick Prowting / Rory James-Duff / Sohail Akbar

+44 (0) 20 7418 8900

 

 

IR Focus

 

Neville Harris, Investor Relations

+44 (0) 79 0997 6044

 

 

 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014. The person responsible for making this announcement on behalf of the Company is Simon Smith, Company Secretary.

Notes to Editors

Tarsus Group plc. (LSE:TRS) is an international business-to-business media group with interests in exhibitions, publishing and online media. The Group operates globally in the US and Americas, China, Southeast Asia, the Middle East and North Africa, Turkey and Europe, in key verticals including aviation, medical, labels and packaging, discount clothing (Off-Price), travel, housewares and automotive.

Tarsus runs more than 150 events and its flagship brands include the Labelexpo Global Series in Europe, the Americas and Asia and the Dubai Airshow.

The Group operates across a worldwide network of offices in Dublin, London, Jakarta, Milwaukee, Atlanta, Boca Raton (Florida), Dubai, Shanghai and Istanbul.

For more information visit www.tarsus.com.

The information contained within this announcement is deemed by Tarsus to constitute inside information as stipulated under the Market Abuse Regulations (EU) No.596/2014. By the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, 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 herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix. 

IMPORTANT NOTICES

This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act, as amended (the "US Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and will be offered only in "offshore transactions" as defined in and pursuant to regulation S under the US Securities Act, and in the United States only to a limited number of QIBs in transactions exempt from, or not subject to, the registration requirements under the US Securities Act and in compliance with any securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. 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. There is no intention to register any portion of the Placing in the United States or to conduct a public offering of securities in the United States or elsewhere.

This announcement may contain "forward-looking statements" with respect to certain of Tarsus' plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of Tarsus, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which Tarsus and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on Tarsus' profitability and ability to access capital and credit, a decline in Tarsus' credit ratings, the effect of operational risks and the loss of key personnel.  As a result, the actual future financial condition, performance and results of Tarsus may differ materially from the plans, goals and expectations set out in any forward-looking statements.  Any forward-looking statements made in this announcement by or on behalf of Tarsus speak only as at the date on which they are made.  Except as required by applicable law or regulation, Tarsus expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in Tarsus' expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company and no-one else in connection with the Placing and the matters referred to in this Announcement, will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any transaction or arrangement referred to in this Announcement.

Deutsche Bank is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority (the "PRA").  It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the FCA.  Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request or from www.db.com/en/content/eu_disclosures.html.  Deutsche Bank is acting exclusively for the Company and no one else in connection with the Placing, and Deutsche Bank will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

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 Deutsche Bank and Peel Hunt or by any of its 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.

This announcement contains certain financial measures that are not defined or recognised under IFRS, including EBITDA (being earnings before interest, tax, depreciation, amortisation).  Information regarding these measures is sometimes used by investors to evaluate the efficiency of a company's operation and its ability to employ its earnings toward repayment of debt, capital expenditures and working capital requirements.  There are no generally accepted principles governing the calculation of these measures and the criteria upon which these measures are based can vary from company to company.  These measures, by themselves, do not provide a sufficient basis to compare Tarsus' performance with that of other companies and should not be considered in isolation or as a substitute for operating profit or any other measure as an indicator of operating performance, or as an alternative to cash generated from operating activities as a measure of liquidity.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of Tarsus for the current or future years would necessarily match or exceed the historical published earnings per share of Tarsus.

Neither the content of Tarsus' website (or any other website) nor the content of any website accessible from hyperlinks on Tarsus' website (or any other website) is incorporated into or forms part of this announcement. 

 

Tarsus Group plc

Acquisitions
and
Placing of New Ordinary Shares

Introduction

Tarsus Group plc, the international business-to-business media group, announces that it has agreed to enter into the following transactions:

•           an acquisition of the remaining 50% stake in the Group's existing Mexican joint venture ("EJK Tarsus Mexico") from E.J. Krause & Associates, Inc ("EJK") for cash consideration of US$18.0 million;

•           an acquisition of a further 25% interest in AMB Tarsus Exhibitions Sdn. Bhd. ("AMB") in South East Asia , taking its overall interest to 75%; and

•           a strategic partnership with Streamline Marketing Group ("SMG") in UAE,

together the "Transactions".

Tarsus also announces today that it intends to place new ordinary shares of 5 pence each in the capital of Tarsus (the "Placing Shares") to raise minimum gross proceeds of £24 million. The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement.

The final number of Placing Shares, which will not exceed 9.99 per cent. of Tarsus' existing issued share capital, will be agreed by the Joint Bookrunners and the Company at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of the Joint Bookrunners and Tarsus.

The net proceeds of the proposed equity placing will be used to fund the US$29 million combined consideration for these transactions. Any remaining proceeds will be used to provide financial flexibility in continuing to pursue the Company's strategy. The Directors of Tarsus believe that together the Placing and Transactions will be earnings accretive over the biennial cycle. The Directors and the Company Secretary of Tarsus intend to subscribe for Placing Shares with a value amounting to approximately £600,000 in aggregate. The Placing is not conditional upon completion of the Transactions.

Deutsche Bank AG, London Branch ("Deutsche Bank") and Peel Hunt LLP ("Peel Hunt") are acting as joint bookrunners (the "Joint Bookrunners") in respect of the Placing.

Information on the Transactions

EJK Tarsus Mexico

Tarsus has exercised its option to acquire from E.J. Krause & Associates, Inc the remaining 50% of its existing Mexican joint venture - EJK Tarsus Mexico. As a result, on completion, Tarsus will own 100% of the business.

EJK Tarsus Mexico was established in 2013, initially holding two leading events in Mexico: Plastimagen (plastics industry) and Expo Manufactura (metalworking/ manufacturing). These events have delivered strong growth since then. In 2017 EJK Tarsus Mexico was expanded to acquire a further nine EJK events in Mexico. These events included industry-leading brands such as Mexico Wind Power (energy), Green Expo (environmental energy and waste), EBIO (beauty and cosmetics), Intertraffic (traffic and road infrastructure) and Expo Produccion (textiles).

On completion Tarsus will be one of the largest international exhibition companies in Mexico, a relatively fragmented but high growth emerging market, with both domestic and international growth angles. The business will continue to provide a platform for Tarsus to launch new replications, drawing on Tarsus' existing major brands, which has already seen the successful launch of GESS (launched 2015) and Airport Solutions (2017) into Mexico.

EJK Tarsus Mexico highlights:

·      The acquisition of 50% of EJK Tarsus Mexico is for a total consideration of approximately US$18.0million (approximately £13.8 million) in cash, of which approximately US$10.5 million (approximately £8.0 million) is payable on completion with a further US$7.5 million (approximately £5.7m) payable in 2019.

·      For the year ended 31 December 2017, EJK Tarsus recorded unaudited profit before tax of approximately US$5.3 million (approximately £4.1 million) and had unaudited gross assets of approximately US$5.8 million (approximately £4.5 million).

·      Completion is expected to occur on 1 October 2018.

AMB - South East Asia

Tarsus has agreed to acquire a further 25% in AMB in South East Asia from Andrew Siow, taking its overall stake to 75%.

Tarsus initially purchased a 50% interest in AMB in 2015. Established in 1996, AMB is a major South-East Asian exhibition organiser with a growing business in the region. It has built up a portfolio of market leading exhibitions and conferences focused on building, infrastructure, automotive and food processing.

The remaining shareholders in the business, Darren Siow and Richard Yu, who will each hold a 12.5% share in AMB, will continue to manage the business going forward under the terms of the original agreement.

Tarsus has also agreed terms with Andrew Siow, under which it will enter into a new joint venture, to be focused on launching new events and replications in South East Asia. This arrangement will ensure that Tarsus is able to deliver new products to market quickly in this exciting and growing market.

SMG - United Arab Emirates

Tarsus has agreed to enter into a strategic partnership in the UAE with Streamline Marketing Group. The events subject to the agreement, Global Space Congress, the Global Aerospace Summit and the World Aviation Safety Summit, represent a good bolt-on to the Group's existing aerospace portfolio in Dubai. The partnership is expected to complete on 1 January 2019.

Details of the Proposed Placing

Under the terms of the Placing, Tarsus intends to place Placing Shares, representing a maximum of 9.99 per cent. of the current issued ordinary share capital of Tarsus, with existing shareholders and new institutional investors. Members of the public are not entitled to participate in the Placing. Tarsus expects to raise minimum gross proceeds of £24 million by way of the Placing. The Placing is not being underwritten.

The Joint Bookrunners, as agents for and on behalf of Tarsus, will today commence a bookbuilding process in respect of the Placing. The price at which the Placing Shares are to be placed (the "Placing Price") will be determined at the end of the bookbuilding process.

The Placing Shares will rank pari passu in all respects with each other and with the Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission, including the interim dividend of 3.3 pence per Ordinary Share announced on 26 July 2018 and payable on 11 January 2019. The issue of the Placing Shares is to be effected by way of a cashbox placing and will be made on a non-pre-emptive basis.

Applications have been made to the FCA for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to London Stock Exchange plc ("London Stock Exchange") for admission to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 18 September 2018 and that dealings in the Placing Shares will commence at that time.

The Placing is not conditional upon completion of the Transactions. In the unlikely event that the Placing were to proceed but completion of the Transactions does not occur, the Directors of Tarsus will assess the options available to Tarsus, including the return of the net proceeds of the Placing to shareholders. The timing of any return of capital would take into account Tarsus' sources of funding and any such return of capital may be implemented in more than one tranche.

The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement between Tarsus and Deutsche Bank and Peel Hunt becoming unconditional and not being terminated, in accordance with its terms.

A further announcement will be made later today once the Placing has been completed.

Deutsche Bank and Peel Hunt are acting as joint bookrunners in respect of the Placing.

Information to Distributors: Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's ordinary shares may decline and investors could lose all or part of their investment; the Company's ordinary shares offer no guaranteed income and no capital protection; and an investment in the Company's ordinary shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

The Appendix to this announcement (which forms part of the announcement) sets out the terms and conditions of the Placing and expressions used in this announcement shall have the meanings set out in the Definitions section of the Appendix.  

 


 

APPENDIX: TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.  THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS AMENDED (INCLUDING ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) ('INVESTMENT PROFESSIONALS') 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 (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE INFORMATION IN IT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT AND WILL BE OFFERED ONLY IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATIONS UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. 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 ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.  THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

In this Appendix, unless the context requires, "Placee" means a Relevant Person (including individuals, funds or others) who has been invited to, and who chooses to, participate in the Placing and by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.

This Announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the US Securities Act or any securities regulatory authority of any state or other jurisdiction of the United States and will be offered and sold only outside of the United States in "offshore transactions" as defined in and pursuant to Regulation S under the US Securities Act.  No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere. 

The relevant clearances have not been, 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; the relevant clearances have not been, and will not be, obtained from the South African Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of 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 Australia, Canada, Japan or the Republic of 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 Announcement should seek appropriate advice before taking any action.

Details of the Placing

Deutsche Bank and Peel Hunt have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to certain conditions, Deutsche Bank and Peel Hunt, as agents for and on behalf of the Company, have agreed to use their reasonable endeavours to procure Placees for the Placing Shares.

The issue of the Placing Shares is to be effected by way of a cashbox placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to the Placees in consideration for Deutsche Bank transferring its holdings of redeemable preference shares and ordinary subscriber shares in Project Ned Limited ("JerseyCo") to the Company. Accordingly, instead of receiving cash as consideration for the issue of Placing Shares, at the conclusion of the Placing the Company will own all of the issued ordinary shares and redeemable preference shares of JerseyCo whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing.

The Placing Shares will, when issued, be credited as fully paid up and will be issued subject to the Company's articles of association and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all pre-emption rights, claims, liens, charges, encumbrances and equities.

The Placing Agreement is conditional upon, amongst other things:

•          admission occurring by 8:00am on 18 September 2018 (or such later time and date as Deutsche Bank, Peel Hunt and the Company may agree, not being later than 8:00am on 30 September 2018); and

•         the obligations of Deutsche Bank and Peel Hunt not having been terminated pursuant to the terms of the Placing Agreement.

The Placing Agreement contains certain undertakings, warranties and indemnities given by the Company for the benefit of Deutsche Bank and Peel Hunt. Deutsche Bank and Peel Hunt have absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and indemnities.

Deutsche Bank and Peel Hunt may terminate the Placing Agreement in certain circumstances, details of which are set out below.

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.

Lock-up

As part of the Placing, the Company has agreed that it will not for a period of 90 days after the date of Admission without the prior written consent of the Joint Bookrunners 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 shares in the capital of the Company or any securities convertible into or exercisable or exchangeable for, or substantially similar to, shares in the capital of the Company. This agreement is subject to certain customary exceptions and does not prevent the grant or exercise of options under any of the Company's existing share incentives and share option schemes or, following Admission, the issue by the Company of any Ordinary Shares upon the exercise of any right or option or the conversion of a security already in existence.

Applications for listing and admission to trading

Applications have been made to the FCA for admission of the Placing Shares to the Official List of the UK Listing Authority and to the London Stock Exchange for admission to trading of the Placing Shares on its main market for listed securities.

It is expected that Admission will become effective at 8.00am on 18 September 2018 and that dealings in the Placing Shares will commence at that time.

Participation in the Placing

1.         Participation in the Placing is only available to persons who may lawfully be, and are, invited to participate in it by Deutsche Bank and Peel Hunt. Deutsche Bank and Peel Hunt and its affiliates are each entitled to participate in the Placing as principal.

2.       The price per Placing Share will be determined as a result of the bookbuild process and is payable to Deutsche Bank by all Placees. No fee or commission will be paid to Placees in respect of any Placing Shares.

3.        The bookbuild process will commence on release of this Announcement and is expected to close by no later than 7.00 a.m. on 17 September 2018 but will be closed at a time to be determined by the Joint Bookrunners in their absolute discretion. The Company reserves the right to accept bids that are received after the bookbuild process has closed. To bid in the bookbuild process, Placees should communicate their bid by telephone to their usual sales contact at Deutsche Bank or Peel Hunt. The Joint Bookrunners are arranging the Placing as agents of the Company.

4.         The Company and the Joint Bookrunners reserve the right (i) to scale back the number of Placing Shares to be subscribed for by any Placee in the event of the Placing being over-subscribed; and (ii) not to accept offers for Placing Shares or to accept such offers in part rather than in full. The Company reserves the right to reduce the amount to be raised pursuant to the Placing, in agreement with the Joint Bookrunners.

5.         Each Placee's allocation will be determined by Deutsche Bank and Peel Hunt following consultation with the Company on completion of the bookbuild process and confirmed orally to such Placee by Deutsche Bank and Peel Hunt, as agents of the Company and a contract note will be dispatched as soon as possible thereafter. That oral confirmation will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Deutsche Bank and Peel Hunt to subscribe for 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 articles of association. Except with Deutsche Bank and Peel Hunt's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

6.         Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Deutsche Bank and Peel Hunt. The terms of this Appendix will be deemed incorporated in that contract note.

7.         Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Deutsche Bank and Peel Hunt (as agents of the Company), 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 subscribe for and the Company has agreed to allot and issue to that Placee.

8.      Each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating in the Placing upon the terms and subject to the conditions contained in this Announcement and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Announcement.

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

10.      All obligations under the Placing will be subject to fulfilment 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 "Termination of the Placing Agreement".

11.      By participating in the Placing, 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.

12.        To the fullest extent permitted by law and applicable FCA rules, neither (i) Deutsche Bank or Peel Hunt, (ii) any of their Directors, officers, employees or consultants nor (iii) to the extent not contained with (i) or (ii), any person connected with Deutsche Bank or Peel Hunt as defined in FSMA ((ii) and (iii) being together "affiliates" and individually an "affiliate" of Deutsche Bank or Peel Hunt), shall have any liability (including, to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing.  In particular, neither Deutsche Bank and Peel Hunt nor any of their affiliates shall have any liability in respect of Deutsche Bank and Peel Hunt's conduct of the Placing or of such alternative method of effecting the Placing as Deutsche Bank and Peel Hunt and the Company may agree.

Conditions of the Placing

Deutsche Bank and Peel Hunt's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:

(a)        none of the warranties contained in the Placing Agreement being untrue, inaccurate and/or misleading on the date of the Placing Agreement and at each other Significant Date as if they had been given or made on such dates by reference to the facts and circumstances subsisting at such dates;

(b)        the Company not being in breach of or failing to perform any of its obligations under the Placing Agreement which fall to be performed or satisfied prior to Admission;

(c)        in the bona fide opinion of Deutsche Bank and Peel Hunt, in their absolute discretion, there having been no Material Adverse Effect at any time prior to Admission (whether or not foreseeable at the date of the Placing Agreement); and

(d)       Admission taking place by 8.00 a.m. on 18 September 2018 (or such later date as Deutsche Bank and Peel Hunt may otherwise determine, being no later than 8.00 a.m. on 30 September 2018).

If (i) any condition contained in the Placing Agreement is not fulfilled or waived by Deutsche Bank and Peel Hunt by the respective time or date specified (or such later time or date as the Company and Deutsche Bank and Peel Hunt may agree), (ii) any such condition becomes incapable of being satisfied or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' 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.

Deutsche Bank and Peel Hunt may, at their discretion and upon such terms as they think fit, 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 that condition (d) above relating to Admission may not be waived. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.

Neither Deutsche Bank, Peel Hunt nor the Company 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 they 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 Deutsche Bank and Peel Hunt. 

Termination of the Placing Agreement

Deutsche Bank and Peel Hunt are entitled, at any time prior to Admission, to terminate the Placing Agreement in the event that:

(a)        in their bona fide opinion there has been a breach of, or there has taken place or arisen an event rendering untrue or incorrect in any respect, any of the warranties under the Placing Agreement and/or a breach of the undertaking that the Company has given to Deutsche Bank and Peel Hunt in the Placing Agreement not to do or omit to do anything which could or might cause any warranty given by it to become untrue, inaccurate or misleading at any time before Admission (by reference to the facts and circumstances existing at that time); or

(b)       it comes to the notice of Deutsche Bank and Peel Hunt that any statement contained in this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing (together the "Placing Documents"), is or has become untrue, incorrect or misleading in any material respect, or any matter has arisen which would, if the Placing were made at that time, constitute a material omission from the Placing Documents, or any of them; or

(c)       there has occurred in its bona fide opinion (i)  any outbreak or escalation of hostilities, act of terrorism or other calamity or crisis or (ii) any material adverse change (or development involving a prospective material adverse change) in national or international political, financial or economic conditions, or currency exchange rates; or

(d)       trading in any securities of the Company or trading generally on any stock exchange or in any over the counter market is disrupted, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any exchange or by any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, Asia or in Europe, in the in the bona fide opinion of Deutsche Bank and Peel Hunt; or

 (e)    a banking moratorium has been declared by the authorities of any of the United Kingdom, the United States, the State of New York or any other member state of the European Economic Area.

Upon such termination, the parties to the Placing Agreement shall be released and discharged from their respective obligations under or pursuant to the Placing Agreement (except for any liability arising before or in relation to such termination), subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by Deutsche Bank and Peel Hunt of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Deutsche Bank and Peel Hunt 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 or failure so to exercise.

No prospectus

No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares 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 or Deutsche Bank and Peel Hunt or any other person and neither Deutsche Bank and Peel Hunt, the Company nor 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. 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: JE00B3DG9318) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions.  Deutsche Bank and Peel Hunt reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in Deutsche Bank and Peel Hunt's opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Following close of the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with Deutsche Bank and Peel Hunt, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Deutsche Bank and Peel Hunt 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 Deutsche Bank and Peel Hunt.

The Company will deliver the Placing Shares to a CREST account operated by Deutsche Bank as agent for the Company and Deutsche Bank will enter its delivery (DEL) instruction into the CREST system.  Deutsche Bank will hold any Placing Shares delivered to this account as nominee for the Placees.  The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

Settlement through CREST will be on a T+2 basis unless otherwise notified by Deutsche Bank and it is expected that settlement will take place on 18 September 2018 in accordance with the instructions set out in the contract note.

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 Deutsche Bank and Peel Hunt.

Each Placee agrees that, if it does not comply with these obligations, Deutsche Bank and Peel Hunt may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Deutsche Bank and Peel Hunt'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.

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 will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:

1.        it has read this Announcement (including the Appendix) in its entirety and its acquisition of the Placing Shares is subject to the terms and conditions of the Placing as referred to and included in this Announcement;

2.         no offering document or prospectus has been prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing;

3.         the Ordinary Shares are listed on the Official List of the UK Listing Authority and traded 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 London Stock Exchange and/or 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 the Placee is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;

4.        (i) it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing; (ii) none of Deutsche Bank, Peel Hunt, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided, or will provide, it with any material regarding the Placing Shares in addition to this Announcement; and (iii) it has not requested Deutsche Bank, Peel Hunt, the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

5.      the content of this Announcement is exclusively the responsibility of the Company and that none of Deutsche Bank and Peel Hunt, its affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently 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 elsewhere;

6.        none of Deutsche Bank, Peel Hunt, the Company or any of their affiliates or any person acting on its or their behalf has made any representations to it, express or implied, with respect to the accuracy, completeness or adequacy of any Exchange Information and each of them expressly disclaims any liability in respect thereof (save that nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation);

7.       the only information on which it has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information and that it has not received or relied on any information given, or any representations, warranties or statements made, by Deutsche Bank and Peel Hunt, the Company, any of their affiliates or any person acting on behalf of any of them and none of Deutsche Bank, Peel Hunt, the Company, any of their affiliates or any person acting on behalf of any of them will be liable for its decision to accept an invitation to participate in the Placing based on any information, representation, warranty or statement other than that contained in this Announcement and any Exchange Information;

8.         it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

9.      it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms and conditions of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other placees or sold at such price as Deutsche Bank and Peel Hunt determines;

10.        it: (i) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions; (ii) has fully observed such laws; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (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) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

11.      it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

12.       (i) the Placing Shares have not been and will not be registered under the US 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, (ii) it will not offer, sell or deliver, directly or indirectly, any Placing Shares in or into the United States other than pursuant to an effective registration under the US Securities Act or in a transaction exempt from, or not subject to, the registration requirements thereunder and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and (iii) it is outside of the United States, not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to acquire the Placing Shares is given and is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the US Securities Act, or it otherwise is a QIB located in the United States in which case the representations and warranties under paragraphs 35, 36, and 37 apply;

13.        it is a person of a kind described in (i) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (ii) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) the Prospectus Directive.  For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

14.      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 FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Deutsche Bank or Peel Hunt in their capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

15.       it is aware of and acknowledges that it is required to comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

16.        it will not make any offer to the public of the Placing Shares and has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere 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 an offer to the public in the United Kingdom for the purposes of section 85(1) of FSMA or an offer to the public in any other member state of the European Economic Area within the meaning of the Prospectus Directive;

17.       it has not been engaged to subscribe for the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client, as described in section 86(2) of FSMA;

18.      it is acting as principal only in respect of the Placing or, if it is acting for any other person, (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (ii) it is and will remain liable to the Company and/or Deutsche Bank and Peel Hunt for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

19.        no action has been or will be taken by either the Company, Deutsche Bank and Peel Hunt or any of their affiliates or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction;

20.        it is aware of and acknowledges that it is required to comply with its obligations in connection with money laundering under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") 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;

21.        it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, the Market Abuse Regulation (596/2014) and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

22.        the allocation, allotment, issue and delivery to it, or the person specified by it for registration as a holder of Placing Shares, will not give rise to a stamp duty or stamp duty reserve tax liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that no instrument under which it subscribes for Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

23.       it, or the person specified by it for registration as a holder of the Placing Shares, 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), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that none of Deutsche Bank and Peel Hunt, the Company, any of their respective affiliates or any person acting on behalf of them 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 agrees to indemnify the Company and Deutsche Bank and Peel Hunt on an after-tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Deutsche Bank who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions; 

24.        none of Deutsche Bank and Peel Hunt, any of their affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

25.        none of Deutsche Bank and Peel Hunt, any of their affiliates or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Deutsche Bank and Peel Hunt and that Deutsche Bank and Peel Hunt have no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, for providing advice in relation to the Placing, in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of its rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;

26.       in order to ensure compliance with the Money Laundering Regulations 2007, Deutsche Bank and Peel Hunt (for themselves and as agents on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity.  Pending the provision to Deutsche Bank and Peel Hunt or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Deutsche Bank and Peel Hunt's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Deutsche Bank and Peel Hunt's or the Company's registrars', as the case may be, absolute discretion.  If within a reasonable time after a request for verification of identity Deutsche Bank and Peel Hunt (for themselves and as agents on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Deutsche Bank and Peel Hunt and/or the Company may, at their absolute discretion, terminate their commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

27.       Deutsche Bank and Peel Hunt and their affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise.  Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Deutsche Bank and Peel Hunt and/or any of their respective affiliates acting as an investor for its or their own account(s).  Neither Deutsche Bank and Peel Hunt nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

28.        these terms and conditions and any agreements entered into by it pursuant to these terms and conditions 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 or Deutsche Bank and Peel Hunt 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;

29.      the Company, Deutsche Bank and Peel Hunt and their respective affiliates and others will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties and undertakings which are given to Deutsche Bank and Peel Hunt, on their own behalf and on behalf of the Company, and are irrevocable;

30.      it irrevocably appoints any duly authorised officer of Deutsche Bank and Peel Hunt as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;

31.      it will indemnify on an after tax basis and hold the Company, Deutsche Bank and Peel Hunt and 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, undertakings, agreements and acknowledgements in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

32.     (i) it has knowledge and experience in financial, business and international investment matters and is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; and (iii) it has relied upon its own examination and due diligence of the Company and its associates, taken as a whole, and the terms of the Placing, including the merits and risks involved and has satisfied itself concerning all relevant tax, legal, currency and other economic considerations relevant to its acquisition of the Placing Shares;

33.       its commitment to subscribe for 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 it will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

34.        pursuant to the General Data Protection Regulation as implemented in the UK by the Data Protection Act 2018 ("GDPR"), the Company and/or the Joint Bookrunners may hold personal data (as defined in the GDPR) relating to past and present shareholders. Personal data may be retained on record for a period exceeding six years after it is no longer used. The Company and/or the Joint Bookrunners will only process such information for the purposes set out below (collectively, the "Purposes"), being to: (a) process its personal data to the extent and in such manner as is necessary for the performance of their obligations under the contractual arrangements between them, including as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it; (b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares; (c) provide personal data to such third parties as the Company and/or any of the Joint Bookrunners may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the GDPR may require, including to third parties outside the EEA; (d) without limitation, provide such personal data to their respective affiliates for processing, notwithstanding that any such party may be outside the EEA; and (e) process its personal data for the Company's and/or any of the Joint Bookrunners internal administration.

 

Representations by Placees in the United States

35.      it is (a) a QIB who has duly executed a US investor representation letter in the form provided to it and delivered the same to the Joint Bookrunners; (b) aware that any offer or sale of the Placing Shares pursuant to the Placing will be made by way of private placement in a transaction exempt from, or otherwise not subject to, the registration requirements of the US Securities Act; and is not acquiring the Placing Shares with a view to further distributions of such Placing Shares;

36.      it is subscribing for the Placing Shares (a) for its own account; (b) for the account of one or more other persons, each of which is a QIB, for which it is acting as a duly authorised fiduciary or agent; or (c) for a discretionary account or accounts, each of which is a QIB and as to each of which it has complete investment discretion and the authority to make the representations, warranties, agreements and acknowledgements contained in this announcement and the form of US investor representation letter provided to it and delivered by it to the Joint Bookrunners, and in any case, for investment purposes and not with a view to distribution within the meaning of the US Securities Act;

37.        it understands that the Placing Shares have not been registered under the US Securities Act and may not be reoffered, resold, pledged or otherwise transferred except (a) pursuant to a registration statement that has been declared effective under the US Securities Act, (b) in an offshore transaction complying with Rule 903 or 904 of Regulation S, (c) pursuant to Rule 144A under the US Securities Act (if available) to QIBs, (d) pursuant to Rule 144 under the Securities Act (if available) or (e) pursuant to another applicable exemption from the registration requirements of Section 5 of the US Securities Act, but only after it provides an opinion of counsel reasonably satisfactory to the Company which states that the transfer is exempt from, or not subject to, the registration requirements of the US Securities Act, provided that the person to whom such Placing Shares are transferred delivers a letter to the Company making the acknowledgements, representations and agreements included in this announcement (including the form of US investor representation letter provided to it and delivered by it to the Joint Bookrunners) to the extent the Company so requires, and that, in each case, such offer, sale, pledge or transfer must be made in accordance with any applicable securities laws of any state or other jurisdiction of the United States; and

38.        it makes all representations and warranties set out in the form of investor representation letter in the form provided to it and delivered by it to the Joint Bookrunners

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Deutsche Bank and Peel Hunt for themselves and on behalf of the Company and are irrevocable.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Deutsche Bank and Peel Hunt 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 and Deutsche Bank and Peel Hunt in the event that any of the Company and/or Deutsche Bank and Peel Hunt 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 Deutsche Bank and Peel Hunt 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 United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges and agrees that Deutsche Bank and Peel Hunt do not owe 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 each Placee, acknowledges and agrees that Deutsche Bank and Peel Hunt or any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with Deutsche Bank and Peel Hunt, any money held in an account with Deutsche Bank and Peel Hunt 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 FSMA. The Placee acknowledges and agrees 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 Deutsche Bank and Peel Hunt's money in accordance with the client money rules and will be used by Deutsche Bank and Peel Hunt in the course of its own business; and the Placee will rank only as a general creditor of Deutsche Bank and Peel Hunt.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

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.

All times and dates in this Announcement may be subject to amendment.

DEFINITIONS

In addition to the terms previously defined, the following definitions apply throughout this Announcement unless the context otherwise requires:

"Admission"

admission of the Placing Shares to listing on the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange;

"Company"

Tarsus Group plc;

"CREST"

the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited;

"FCA"

the Financial Conduct Authority;

"FSMA"

the Financial Services and Markets Act of 2000 (as amended)

"GDPR"

General Data Protection Regulation 2016/679;

"Group"

the Company and its subsidiaries, subsidiary undertakings and associates from time to time and the expression a "member of the Group" shall be construed accordingly;

"London Stock Exchange"

London Stock Exchange plc;

"Material Adverse Effect"

any adverse change in, or any development involving or reasonably likely to involve an adverse change in or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, properties, prospects, assets, rights, results of operations, net asset value, funding position, liquidity or solvency of the Company or the Group which is material in the context of the Group as a whole, whether or not arising in the ordinary course of business;

"Ordinary Shares"

ordinary shares of 5 pence each in the capital of the Company;

"Placing"

the placing of the Placing Shares by Deutsche Bank and Peel Hunt as agents for and on behalf of the Company pursuant to the Placing Agreement and on and subject to the terms and conditions set out or referred to in this Announcement;

"Placing Shares"

the new Ordinary Shares to be issued in connection with the Placing;

"QIB"

a "qualified institutional buyer" as such term is defined in Rule 144A under the US Securities Act.

"Significant Date"

the date the Placing Agreement is entered into and the day immediately prior to Admission;

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland; and

"United States"

United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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