TIDMFSTA
RNS Number : 0406U
Fuller,Smith&Turner PLC
31 March 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
31 March 2021
For immediate release
Fuller, Smith & Turner P.L.C.
("Fuller, Smith & Turner", "Fuller's", the "Company" or the
"Group")
Proposed Placing of up to 6,455,447 New 'A' Ordinary Shares at a
price of 830 pence per Placing Share
Fuller, Smith & Turner P.L.C. (LSE: FSTA.L), a premium pubs
and hotels business, today announces its intention to conduct a
non-pre-emptive placing of up to 6,455,447 new 'A' Ordinary Shares
of 40 pence each in the capital of the Company (the "Placing
Shares") representing up to approximately 20 per cent. of the
Company's existing issued 'A' ordinary share capital (the
"Placing"), at a price of 830 pence per Placing Share (the "Placing
Price"). The Company has received irrevocable undertakings from
Directors who have also committed to contribute GBP225,000 in total
to subscribe for 'A' Ordinary Shares and apply to acquire 'B'
Ordinary Shares in conjunction with the Placing. The Placing Price
represents a discount of approximately 4.6 per cent. to the closing
mid-market price of 870 pence per ordinary share on 30 March
2021.
The Placing, which is being conducted by way of an accelerated
bookbuild (the "Bookbuild") available to qualifying new and
existing investors, will be launched immediately following the
release of this announcement. The Placing is conditional on certain
shareholder approvals (the 'Resolutions') at General Meetings to be
convened for 20 April 2021. The Company has received irrevocable
undertakings to vote in favour of the Resolutions from Directors
and certain other Ordinary Shareholders.
Numis Securities Limited ("Numis") is acting as sole bookrunner
in relation to the Placing. The Company and Numis have entered into
a placing agreement dated 31 March 2021 in connection with the
Placing (the "Placing Agreement").
Trading and Financing Update
Fuller's has separately today issued a trading and financing
update (the " Update "), which includes details of amended and
extended banking facilities and the planned repayment of GBP100
million commercial paper under the CCFF (the "Covid Corporate
Financing Facility"). The amended and extended banking facilities
outlined in the Update are conditional on completion of the
Placing.
This announcement (together with the Appendix, the "
Announcement ") should be read in conjunction with the Update.
Reasons for the Placing
The Group's long-term strategy remains unchanged despite the
short-term challenges presented by the pandemic, and the Board has
taken strong and decisive actions with the intention of ensuring
Fuller's is well positioned to reopen strongly once trading
restrictions are lifted, capitalise on available opportunities and
deliver long-term returns to shareholders.
The net proceeds from the Placing, together with the amended and
extended banking facilities, will:
-- strengthen the Group's balance sheet so it has the
flexibility to take full advantage of the reopening of the UK
economy and enable the Company to explore growth opportunities in
line with its long-term strategy;
-- provide additional liquidity, headroom, and resilience if the
stepped easing of restrictions under the Government Roadmap is
delayed for any reason or Covid-related Government restrictions are
re-introduced; and
-- enable the Group to return to pre-pandemic debt and pro forma
leverage levels by early 2022, assuming restrictions continue to
ease in line with the Government Roadmap
More details on the reasons for the Placing can be found in the
Update.
Shareholder Consultation and Shareholder Approvals
Fuller's acknowledges that it is seeking to issue Placing Shares
amounting to up to 20 per cent. of the existing issued 'A' Ordinary
Share capital of the Company on a non-pre-emptive basis and
therefore it has consulted with the Company's major ordinary
shareholders ahead of the release of this Announcement. The Placing
structure has been chosen as it is considered to be the most
efficient, in terms of financial outlay, time to completion and
minimising management distraction during an important and
unprecedented time for the sector and the Company. The Placing is
conditional on shareholder approval of the Resolutions and a
Circular is expected be posted to shareholders on 1 April 2021. The
Company has received irrevocable undertakings to vote in favour of
the Resolutions from Directors and certain other Ordinary
Shareholders. The Board's unanimous view is that the Placing is in
the best interest of shareholders, as well as wider stakeholders in
Fuller's, and will promote the long-term success of Fuller's. The
Board intends to recommend that shareholders approve the
Resolutions at the General Meetings.
'B' Share Offer
The Company is also providing 'B' Ordinary Shareholders with the
opportunity to offer to purchase up to 4,367,472 'B' Ordinary
Shares held in treasury pro-rata to their holdings of 'B' Ordinary
Shares as at 30 March 2021. The 'B' Share Offer is in addition to
the funds raised in the Placing and is not underwritten.
Details of the Placing
The Placing will be conducted through the Bookbuild which will
be launched immediately following the release of this Announcement,
in accordance with the terms and conditions of the Placing set out
in the Appendix to this Announcement.
The Placing is subject to the approval of certain resolutions to
be considered at General Meetings to be convened for 20 April 2021.
Further details on the Resolutions and the General Meetings can be
found in a Circular which is expected to be posted to shareholders
tomorrow.
The final number of Placing Shares will be determined at the
close of the Bookbuild, and the result will be announced as soon as
practicable thereafter. The timing for the close of the Bookbuild
and the allocation of the Placing Shares shall be determined
together by, and at the absolute discretion of, Numis and the
Company. Details of the number of Placing Shares will be announced
as soon as practicable after the close of the Bookbuild.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
existing 'A' Ordinary Shares in the capital of the Company,
including, without limitation, the right to receive all dividends
and other distributions declared, made or paid after the date of
issue.
Applications will be made (i) to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to the premium
listing segment of the Official List; and (ii) to London Stock
Exchange plc for admission of the Placing Shares to trading on its
main market for listed securities (together, "Admission").
Subject to the approval by shareholders of the Resolutions at
the General Meetings, settlement for the Placing Shares and
Admission are expected to take place on or before 8.00 a.m. on 21
April 2021. The Placing is conditional upon, amongst other things,
Admission becoming effective. The Placing is also conditional upon
the Placing Agreement not being terminated in accordance with its
terms. The Appendix to this Announcement sets out further
information relating to the Bookbuild and the terms and conditions
of the Placing.
This announcement includes inside information. The person
responsible for releasing this announcement is Rachel Spencer,
Company Secretary.
For further information, please contact:
Fuller, Smith & Turner P.L.C.:
Simon Emeny, Chief Executive Officer +44 (0) 20 8996
2000
Adam Councell, Finance Director +44 (0) 20 8996 2000
Georgina Wald, Corporate Comms Manager +44 (0) 20 8996
2198
Numis (Sole Bookrunner and Corporate +44 (0)20 7260
Broker): 1000
Stuart Dickson
Jamie Loughborough
Oliver Steele
+44 (0)20 7457
Instinctif Partners 2010
Justine Warren
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement. Unless otherwise
stated, defined terms in this Announcement have the meanings
ascribed to them in Appendix 2.
The distribution of this Announcement and the offering and/or
issue of the Placing Shares and, in the case of the Subscription
Shares, the offering of the Subscription Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or Numis Securities Limited (the "Bank") or any of
their respective Affiliates or any person acting on their behalf
that would permit an offer of the Placing Shares or the
Subscription Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares or such Subscription 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 Bank to inform themselves about, and to observe,
such restrictions.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed at and
may only be communicated to (a) in member states of the European
Economic Area ("EEA"), persons who are "qualified investors" within
the meaning of Article 2(e) of Prospectus Regulation (Regulation
(EU) 2017/1129) ("Qualified Investors"); and (b) in the United
Kingdom, qualified investors within the meaning of Article 2(e) of
the UK version of the Prospectus Regulation (EU) 2017/1129 which is
part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended and supplemented (the "UK Prospectus Regulation")
who are (i) persons who 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 (the
"Order"); (ii) high net worth bodies corporate, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order; or (c) persons to whom it
may otherwise lawfully be communicated (all such persons referred
to in (a), (b) and (c) above together being referred to as
"Relevant Persons").
Any investment or investment activity to which this Announcement
relates is only available to, and will be engaged in only with, in
member states of the EEA, Qualified Investors, and in the United
Kingdom, Relevant Persons. Persons distributing this Announcement
must satisfy themselves that is lawful to do so. This Announcement
is for information purposes only and shall not constitute an offer
to sell or issue or the solicitation of an offer to buy, subscribe
for or otherwise acquire securities in any jurisdiction in which
any such offer or solicitation would be unlawful. Any failure to
comply with this restriction may constitute a violation of the
securities laws of such jurisdictions.
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 UK Prospectus Regulation) to be
published. Persons needing advice should consult a qualified
independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA,
NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, New Zealand or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares or the Subscription Shares is being
made in any such jurisdiction.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws of any
state or other jurisdiction of the United States, and may not be
offered or sold directly or indirectly in or into the United States
absent registration under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with the securities laws of any state or any other jurisdiction of
the United States. The Placing Shares are being offered and sold by
the Company outside the United States in offshore transactions as
defined in, and pursuant to, Regulation S under the Securities Act
("Regulation S"). Any subscriber and the prospective beneficial
owner of the Placing Shares must, and at the time the Placing
Shares are subscribed for is required to be outside the United
States and subscribing for the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S.
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.
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 for the applicable body in New Zealand in
relation to the Placing Shares or the Subscription Shares and the
Placing Shares and the Subscription Shares have not been, nor will
they be, registered under or offering in compliance with the
securities laws of any state, province or territory of Australia,
Canada, New Zealand or Japan. Accordingly, neither the Placing
Shares nor the Subscription Shares (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
New Zealand, or Japan or any other jurisdiction in which such
activities would be unlawful.
By participating in the Bookbuild and the Placing, each person
who is invited to and who chooses to participate in the Placing
(each a Placee) by making an oral or written and legally binding
offer to acquire Placing Shares will be deemed to have read and
understood this Announcement in its entirety, to be participating,
making an offer and acquiring Placing Shares on the terms and
conditions contained in Appendix 1 to this Announcement and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in Appendix 1 to this
Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
the macroeconomic and other impacts of COVID-19, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, you are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this Announcement may not occur.
The forward-looking statements contained in this Announcement speak
only as of the date of this Announcement. The Company, its
Directors, the Bank and their respective Affiliates and any person
acting on its or their behalf each expressly disclaim any
obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation, the Listing Rules, UK MAR, the DTRs, the rules
of the London Stock Exchange or the FCA.
Numis Securities Limited is authorised and regulated in the
United Kingdom by the FCA. The Bank is acting exclusively for the
Company and no one else in connection with the Placing, the content
of this Announcement and other matters described in this
Announcement. The Bank will not regard any other person as its
client in relation to the Placing, the content of this Announcement
and other matters described in this Announcement and 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 to any other person in relation to the
Placing, the content of this Announcement or any other matters
referred to in this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. 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 the
Bank or by any of its Affiliates or any person acting on its or
their behalf 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 does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. The price of shares and any income expected from them may
go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
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.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
In connection with the Placing, the Bank and any of its
Affiliates or any person acting on its or their behalf, may take up
a portion of the shares of the Company in the Placing as a
principal position and in that capacity may retain, purchase or
sell for its own account such shares and other securities of the
Company or related investments and may offer or sell such shares,
securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to
Placing Shares being issued, offered or placed should be read as
including any issue, offering or placement of such shares in the
Company to the Bank or any of its respective Affiliates or any
person acting on its or their behalf acting in such capacity. In
addition, either the Bank and its respective Affiliates or any
person acting on its or their behalf may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which either the Bank
or any of its respective Affiliates or any person acting on its or
their behalf may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. Neither
the Bank nor any of its Affiliates nor any person acting on its or
their behalf intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
The Placing Shares or 'A' Ordinary Shares to be issued or sold
pursuant to the Placing and the Director Subscriptions respectively
will not be admitted to trading on any stock exchange other than
the London Stock Exchange. Any 'B' Ordinary Shares to be sold by
the Company pursuant to the Director Subscriptions or 'B' Share
Offer will not be admitted to trading on any regulated market or
exchange-traded market of any stock exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended, or that directive as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as applicable ("MiFID II"); (B) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II or that directive as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018,
as applicable; and (c) local implementing measures (together, the
"MiFID II Product Governance Requirements"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise,
which any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such 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 Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
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 Bank 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.
Appendix 1 - Terms and Conditions of the Placing for invited
placees only
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 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) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"),
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
PROSPECTUS REGULATION (EU) 2017/1129 ("QUALIFIED INVESTORS"); OR
(B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF the UK version of PROSPECTUS REGULATION
(EU) 2017/1129 which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended and supplemented (THE "UK
PROSPECTUS REGULATION") WHO ARE (I) PERSONS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN
ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN
(A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS")
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE IN MEMBER STATES OF THE EEA ONLY TO QUALIFIED
INVESTORS AND IN THE UNITED KINGDOM TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON IN MEMBER STATES OF THE EEA, BY PERSONS WHO
ARE NOT QUALIFIED INVESTORS, AND IN THE UNITED KINGDOM BY PERSONS
WHO ARE NOT RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING IS BEING MADE
OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN
AND PURSUANT TO REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC
OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING
MADE IN THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED
TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States or any Restricted Territory (as
defined below) or in any jurisdiction where such offer or
solicitation is unlawful.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, New Zealand or
Japan or in any jurisdiction in which such publication or
distribution is unlawful (each a "Restricted Territory"). The
distribution of this Announcement and the Placing and/or the offer
or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Bank nor any of their respective Affiliates nor any person acting
on its or their behalf which would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. 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 such action. Persons into
whose possession this Announcement comes are required by the
Company and the Bank to inform themselves about, and to observe,
any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
State securities commission or any 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 unlawful.
The Placing Shares have not been and will not be registered
under the Financial Instruments and Exchange Law of Japan (Law No.
25 of 1948 of Japan, as amended) (the "FIEL") and no securities
registration statement under the FIEL has been filed since this
solicitation of the Placing Shares in Japan or to any resident of
Japan as defined in Article 6, Paragraph 1, Item 5 of the Foreign
Exchange and Foreign Trade Law of Japan (Law No. 228 of 1949, as
amended) constitutes a "solicitation for a small number of
investors" as defined in Article 23-13, Paragraph 4 of the FIEL
Accordingly, the Placing Shares may not be offered, sold, resold or
delivered, directly or indirectly, in or into Japan or to, or for
the account or benefit of any resident of Japan, except through a
solicitation constituting a "solicitation for a small number of
investors", which will be exempt from the registration requirements
of the FIEL, and otherwise in compliance with the FIEL and any
other applicable laws, regulations and ministerial guidelines of
Japan in effect at the relevant time.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
This Announcement has been issued by, and is the sole
responsibility of, the Company. 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 the
Bank or any of its Affiliates or any person acting on its or their
behalf 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 party or its advisers,
and any liability therefore is expressly disclaimed.
The Bank is acting exclusively for the Company and no-one else
in connection with the Placing and is not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to its clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement.
None of the Company, the Bank nor any of their respective
Affiliates nor any person acting on its or their behalf makes any
representation or warranty, express or implied to any Placees
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee
should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing
Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein.
In particular each such Placee represents, warrants and
acknowledges that:
(a) it is a Relevant Person 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) it is and, at the time the Placing Shares are acquired, will
be, outside the United States and acquiring the Placing Shares in
an "offshore transaction" as defined in, and in accordance with,
Regulation S, acknowledging 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; if acquiring the
Placing Shares for the account of one or more other persons, it has
full power and authority to make the representations, warranties,
agreements and acknowledgements herein on behalf of each such
account; and
(c) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
any Placing Shares acquired 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
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the Bank
has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Bank will commence the
Bookbuild to determine demand for participation in the Placing by
Placees. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. The book will open with immediate
effect. Members of the public are not entitled to participate in
the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the
Placing.
Details of the Placing Agreement and of the Placing Shares
The Bank is acting as bookrunner in connection with the Placing.
The Bank has today entered an agreement with the Company (the
"Placing Agreement") under which, subject to the conditions set out
therein, the Bank, as agent for and on behalf of the Company, will
agree to use its respective reasonable endeavours to procure
Placees for the Placing Shares at the Placing Price, and, subject
to agreement with the Company as to the number of the Placing
Shares to be placed with the Placees, to the extent that such
Placees fail to pay for any of the Placing Shares, to acquire those
Placing Shares which Placees fail to pay for.
The final number of Placing Shares will be decided at the close
of the Bookbuild following the execution of an agreement between
the Company and the Bank recording the final details of the Placing
(the "Terms of Subscription"). The timing of the closing of the
book and allocations are at the discretion of the Company and the
Bank. Details of the Placing Price and the number of Placing Shares
will be announced as soon as practicable after the close of the
Bookbuild.
The total number of shares to be issued pursuant to the Placing
shall not exceed 6,455,447 'A' Ordinary Shares, representing up to
approximately 20% of the Company's existing issued 'A' Ordinary
Shares.
The Placing Shares will, when issued, be credited as fully paid
and will rank, pari passu, in all respects with the existing 'A'
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the 'A'
Ordinary Shares after the date of issue. The Placing Shares will be
issued free of any encumbrances, liens or other security
interests.
The Placing will be effected by way of a placing of new 'A'
Ordinary Shares in the Company for cash consideration.
Application for admission to trading
The Company will apply to 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 (the
"London Stock Exchange") for admission to trading of the Placing
Shares on its main market for listed securities ("Admission"). It
is expected that Admission will become effective at 8.00 a.m. on 21
April 2021 (or such later date as may be agreed between the Company
and the Bank).
Participation in, and principal terms of, the Placing
1. The Bank is acting as bookrunner on the Placing as agent of
the Company. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Bank. The Bank and its respective Affiliates and any person acting
on their behalf, are entitled to enter bids as principal in the
Bookbuild.
2. The Placing shall be conducted by way of fixed price
Bookbuild to establish the number of Placing Shares to be allocated
to Placees, which will comprise the allocation of Placing Shares.
The aggregate proceeds to be raised through the Placing will be
agreed between the Bank and the Company following completion of the
Bookbuild. The number of Placing Shares will be announced on a
Regulatory Information Service following the completion of the
Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at the
Bank. 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 the Bank on the basis referred to in paragraph 6
6 below. The Bank reserves the right not to accept bids or to
accept bids in part rather than in whole.
4. The Bookbuild is expected to close no later than 17:00
(London time) today but may be closed earlier or later, at the
discretion of the Bank and the Company. The Bank may, in agreement
with the Company, accept bids that are received after the Bookbuild
has closed.
5. Each Placee's allocation will be agreed between the Bank and
the Company and will be confirmed to Placees orally or in writing
by the Bank, acting as agent of the Company, following the close of
the Bookbuild, and a contract note will be dispatched as soon as
possible thereafter. Subject to paragraph 8 8 below, the Bank's
oral or written confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of the Bank and the
Company, under which such Placee agrees to acquire the number of
Placing Shares allocated to it and to pay the Placing Price for
each such Placing Share on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of
association.
6. The Bank will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation of
the Placing Shares and may scale down any bids for this purpose on
such basis as it may determine. The Bank may also, notwithstanding
paragraphs 3 and 3 above (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
acceptance of offers shall be at the absolute discretion of the
Bank, as agent of and subject to agreement with the Company. If
within a reasonable time after a request for verification of
identity, the Bank has not received such satisfactory evidence, the
Bank may, in its absolute discretion, terminate the Placee's
Placing participation in which event all funds delivered by the
Placee to the Bank will be returned without interest to the account
of the drawee bank or CREST account from which they were originally
debited.
7. The Placing Shares are being offered and sold by the Company
outside the United States in "offshore transactions" as defined in,
and pursuant to, Regulation S under the Securities Act. It and the
prospective beneficial owner of the Placing Shares is, and at the
time the Placing Shares are subscribed for will be outside the
United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and pursuant to, Regulation S
under the Securities Act, acknowledging 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.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the Bank'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
the Bank, to pay the Bank as agent of the Company (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares that such Placee has
agreed to acquire. Each Placee's obligations will be owed to the
Bank. The Company shall allot such Placing Shares to each Placee
following each Placee's payment to the Bank (as agent of the
Company) of such amount.
9. Except as required by law or regulation, no press release or
other announcement will be made by either of the Bank 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.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are 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".
11. 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 "Termination of the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees 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 after confirmation (oral
or otherwise) by the Bank.
13. To the fullest extent permissible by law, neither the Bank
nor any of its Affiliates nor any person acting on its or their
behalf shall have any responsibility or liability to any Placee (or
to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither the Bank nor any of its
Affiliates nor any person acting on its or their behalf shall have
any responsibility or liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of the Bank's
conduct of the Bookbuild or of such alternative method of effecting
the Placing as the Bank 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. The Bank's obligations under the Placing Agreement are
conditional on certain conditions, including inter alia:
1. the Terms of Subscription having been executed by the Company and the Bank;
2. the release by the Company of the Pricing Announcement;
3. the Company having allotted the Placing Shares to the
Placees, subject only to approval of the Resolutions at the General
Meetings and Admission and the Placing Agreement not having been
terminated prior to Admission;
4. approval of the Resolutions at the General Meetings;
5. the delivery to the Bank of customary documentation in connection with the Placing;
6. each of the warranties on the part of the Company in the
Placing Agreement being true, accurate and not misleading as at the
date of the Placing Agreement and immediately prior to Admission,
in each case by reference to the facts and circumstances then
subsisting save where, in the opinion of the Bank acting in good
faith, such breach of warranty is not (singly or in aggregate)
material in the context of the Placing or Admission;
7. the Company having complied with all of its undertakings and
obligations under the Placing Agreement and under the terms and
conditions of the Placing to be performed prior to Admission, save
where, in the opinion of the Bank acting in good faith, such
non-compliance is not (singly or in aggregate) material in the
context of the Placing or Admission;
8. the Extended Facility having been entered into by the parties
thereto and having, and continuing to have, full force and effect
and not having been terminated or been the subject of a notice of
termination at any time on or prior to Admission;
9. there not having occurred a material adverse change in
relation to the Company or the Group at any time prior to
Admission; and
10. Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on 21 April 2021, or such later time and/or date
as the Company and the Bank may agree in writing.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, is not fulfilled or
(where applicable) waived by the Bank by the relevant time or date
specified (or such later time or date as the Company and the Bank
may agree); or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse 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 it in respect
thereof.
The Bank may, at its discretion and upon such terms as it thinks
fit, extend the time for the satisfaction of any condition or 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 (other than those conditions described in points 1 1 to 4
3 (inclusive) and 10 11 above, which may not be waived). Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Neither the Bank nor its Affiliates nor any person acting on its
or their behalf shall have any liability or responsibility 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 date for the
satisfaction of any condition to the Placing nor for any decision
it 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 the Bank.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
The Bank is entitled, at any time before Admission, to terminate
the Placing Agreement in accordance with its terms in certain
circumstances, including, inter alia, if: (i) there has been a
breach by the Company of any of the warranties or any failure by
the Company to perform any of its obligations contained in the
Placing Agreement in either case, which the Bank considers (acting
in good faith) to be material in the context of the Placing or
Admission; (ii) there has been a material adverse change in
relation to the Company or the Group; (iii) the application for
Admission is withdrawn or refused by the FCA or the London Stock
Exchange; or (iv) upon the occurrence of certain force majeure
events.
If circumstances arise that would allow the Bank to terminate
the Placing Agreement, it may nevertheless determine to allow
Admission to proceed.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under 'Conditions of the Placing' above and
will not be capable of rescission or termination by it after oral
or written confirmation by the Bank following the close of the
Bookbuild.
By participating in the Placing, Placees agree that the exercise
or non-exercise by the Bank of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Bank or for agreement between the Company and the
Bank (as the case may be) and that neither the Company nor the Bank
need make any reference to, or consultation with, Placees and that
neither they nor any of their respective Affiliates nor any person
acting on its or their behalf shall have any liability to Placees
whatsoever in connection with any such exercise or failure to so
exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement and subject to the
further terms set forth in the contract note to be provided to
individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms to the Bank and the
Company that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company (other than publicly available information),
the Bank or its Affiliates or any person acting on its or their
behalf. None of the Company, the Bank, any of its Affiliates or any
person acting on its or their behalf 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 (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, 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.
Restriction on further issue of securities
The Company has undertaken to the Bank that, between the date of
the Placing Agreement and 90 calendar days after (but including)
the date of Admission, it will not, without the prior written
consent of the Bank (acting in good faith), directly or indirectly
issue or allot 'A' Ordinary Shares, except for the Subscription
Shares and subject to customary exceptions and waiver by the
Bank.
By participating in the Placing, Placees agree that the exercise
by the Bank of any power to grant consent to waive the
aforementioned undertaking by the Company of a transaction which
would otherwise be restricted under the Placing Agreement shall be
within the absolute discretion of the Bank and that they need not
make any reference to, or consultation with, Placees and that they
shall have no liability to Placees whatsoever in connection with
any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B1YPC344) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Bank 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 in CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the Bank and settlement instructions. Placees should
settle against CREST ID: 600. It is expected that such contract
note will be despatched on or around 31 March 2021.
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 the Bank.
The Company will deliver the Placing Shares to a CREST account
operated by Numis as agent for the Company and Numis will enter its
delivery (DEL) instruction into the CREST system. Numis 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.
Subject to shareholders approving the Resolutions at the General
Meetings, it is expected that settlement will be on 21 April 2021
on a T+13 basis in accordance with the instructions given to the
Bank.
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 the Bank.
Each Placee agrees that, if it does not comply with these
obligations, the Bank may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the Company'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 shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest,
fines 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 to as provided
below, be so registered free from any liability to UK stamp duty or
UK stamp duty reserve tax. If there are any circumstances in which
any other stamp duty or stamp duty reserve tax (and/or any
interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither the
Bank nor the Company shall be responsible for the payment
thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (for itself and for any
such prospective Placee) with the Bank (in its capacity as
bookrunner, as placing agent of the Company in respect of the
Placing and as underwriter of the Placing Shares) and the Company,
in each case as a fundamental term of its application for Placing
Shares, that:
1. it has read and understood this Announcement, in its entirety
and that its subscription for and purchase of Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this Announcement
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Bookbuild, the Placing, the Company, the Placing Shares or
otherwise;
2. no offering document, prospectus offering memorandum or
admission document has been or will be prepared in connection with
the Placing or is required under the Prospectus Regulation and it
has not received and will not receive a prospectus, offering
memorandum admission document or other offering document in
connection with the Bookbuild, the Placing or the Placing
Shares;
3. the 'A' Ordinary Shares are listed on the Official List of
the FCA and are admitted to trading on the main market of the
London Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance
with UK MAR and the rules and practices of the London Stock
Exchange and/or the FCA (collectively, the "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 similar statements for preceding financial years
and that it has reviewed such Exchange Information and that it is
able to obtain or access such Exchange Information;
4. neither the Bank, nor the Company nor any of their respective
Affiliates nor any person acting on its or their behalf has
provided, and none of them will provide, it with any material or
information regarding the Placing Shares, the Bookbuild, the
Placing or the Company or any other person other than this
Announcement, such information being all that it deems necessary to
make any investment decision in respect of the Placing Shares, nor
has it requested the Bank, the Company, or any of their respective
Affiliates or any person acting on its or their behalf to provide
it with any such material or information;
5. unless otherwise specifically agreed with the Bank, that they
are not, and at the time the Placing Shares are acquired, neither
it nor the beneficial owner of the Placing Shares will be, a
resident of a Restricted Territory or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire
the Placing Shares, subject to certain restrictions; and further
acknowledges that the Placing Shares have not been and will not be
registered or otherwise qualified, for offer and sale nor will an
offering document, prospectus or admission document be cleared or
approved in respect of any of the Placing Shares under the
securities legislation of the United States or any other Restricted
Territory and, subject to certain exceptions, may not be offered,
sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions or in any country or
jurisdiction where any such action for that purpose is
required;
6. the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Bank nor any
of its Affiliates nor any person acting on its or their behalf has
or shall have any responsibility or 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, including, without limitation, any Exchange
Information, 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 any information
previously published by or on behalf of the Company or
otherwise;
7. 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 Exchange
Information, that it received and reviewed all information that it
believes is necessary or appropriate 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 investigations,
representations, warranties or statements made by the Bank or the
Company and neither of the Bank, the Company nor any of their
respective Affiliates nor any person acting on its or their behalf
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. Each Placee further
acknowledges and agrees that it has relied solely on its own
investigation, examination and due diligence of the business,
financial or other position of the Company in deciding to
participate in the Placing and that neither of the Bank nor any of
its Affiliates nor any person acting on its or their behalf have
made any representations to it, express or implied, with respect to
the Company, the Bookbuild, the Placing and the Placing Shares or
the accuracy, completeness or adequacy of the Exchange Information,
and each of them expressly disclaims any liability in respect
thereof;
8. it has not relied on any information relating to the Company
contained in any research reports prepared by the Bank or its
Affiliates or any person acting on its or their behalf and
understands that (i) neither the Company, the Bank nor its or their
Affiliates nor any person acting on its or their behalf has or
shall have any liability for public information or any
representation; (ii) neither the Company, the Bank nor any or their
Affiliates nor any person acting on its or their behalf has or
shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this document or otherwise; and that
(iii) neither the Company, the Bank nor any of its or their
Affiliates nor any person acting on its or their behalf makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
9. the allocation, allotment, issue and delivery 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 it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
10. it acknowledges that no action has been or will be taken by
the Company, the Bank or their respective Affiliates or any person
acting on its or their behalf that would, or is intended to, permit
a public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is
required;
11. it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Bank, the Company or any of their
respective Affiliates or any person acting on its or their behalf
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
12. it (and any person acting on its behalf) has all necessary
capacity and has obtained all necessary consents and authorities to
enable it to commit to its 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;
13. it has complied with its obligations under the Criminal
Justice Act 1993, the UK Market Abuse Regulation and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime
and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and the Money Laundering Sourcebook
of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (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;
14. 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, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the Bank
and the Company 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);
15. it is a Relevant Person 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;
16. it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
17. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
18. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
19. if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
20. if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the Prospectus Regulation, that the Placing
Shares acquired for by it in the Placing will not be acquired for
on a non-discretionary basis on behalf of, nor will they be
acquired for with a view to their offer or resale to, persons in a
member state of the EEA other than Qualified Investors or persons
in the United Kingdom other than Relevant Persons, or in
circumstances in which the prior consent of the Bank has been given
to the proposed offer or resale;
21. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to Relevant
Persons or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
22. any offer of Placing Shares may only be directed at persons
in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
23. 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 and agrees
that this Announcement has not been approved by the Bank in its
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;
24. it has complied and will comply with all applicable laws
(including all relevant provisions of the FSMA in the UK) with
respect to anything done by it in relation to the Placing
Shares;
25. if it has received any inside information (as defined under
UK MAR) about the Company in advance of the Placing, it has not:
(i) dealt in the securities of the Company; (ii) encouraged or
required another person to deal in the securities of the Company;
or (iii) disclosed such information to any person except as
permitted by UK MAR, prior to the information being made publicly
available;
26. (i) it (and any person acting on its behalf) has the funds
available to pay for, and has capacity and authority and is
otherwise entitled to purchase the Placing Shares under the laws of
all relevant jurisdictions which apply to it; (ii) it has paid any
issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action
which will or may result in the Company, the Bank or any of their
respective Affiliates or any person acting on its or their behalf
being in breach of the legal and/or regulatory requirements and/or
any anti-money laundering requirements of any territory in
connection with the Placing; and (iv) that the subscription for and
purchase of the Placing Shares by it or any person acting on its
behalf will be in compliance with applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
27. 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 against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the Bank
may in its absolute discretion (as agent of the Company) determine
and without liability to such Placee. It will, however, remain
liable for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to
bear any stamp duty or stamp duty reserve tax (together with any
interest, fines or penalties) due pursuant to the terms set out or
referred to in this Announcement which may arise upon the sale of
such Placee's Placing Shares on its behalf;
28. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and
required, to acquire, and that the Bank or the Company may call
upon it to acquire a lower number of Placing Shares (if any), but
in no event in aggregate more than the aforementioned maximum;
29. neither of the Bank nor any of its Affiliates nor any person
acting on its or their behalf is making any recommendations to it,
or advising it regarding the suitability or merits of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of the Bank and that the Bank does not
have 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 the Bank's rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
30. 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. Neither the Company, the Bank nor any of their
respective Affiliates nor any person acting on its or their behalf
will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes (together with any
interest, fines or penalties) resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of
such Placee agrees to indemnify each of the Company, the Bank and
any of their respective Affiliates nor any person acting on its or
their behalf in respect of the same on an after-tax basis on the
basis that the Placing Shares will be allotted to the CREST stock
account of Numis Securities Limited who will hold them as nominee
on behalf of such Placee until settlement in accordance with its
standing settlement instructions with payment for the Placing
Shares being made simultaneously upon receipt of the Placing Shares
in the Placee's stock account on a delivery versus payment
basis;
31. 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
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (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 Bank or the Company 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;
32. each of the Bank, the Company, their respective Affiliates
and any person acting on its or their behalf will rely upon the
truth and accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to the Bank on behalf of the Company and are irrevocable and
it irrevocably authorises each of the Bank 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;
33. it will indemnify on an after-tax basis and hold each of the
Bank, the Company and their respective Affiliates and any person
acting on its or their behalf harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it 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;
34. it acknowledges that it irrevocably appoints any director or
authorised signatories of the Bank as its agent for the purposes 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 agreed to be taken up by it
under the Placing;
35. it 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 and conditions 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 or the Bank's conduct of the
Placing;
36. in making any decision to acquire the Placing Shares (i) it
has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Bank, (iv) it has had sufficient
time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment and has so conducted its own investigation to the extent
it deems necessary to enable it to make an informed and intelligent
decision with respect to making an investment in the Placing
Shares, (v) it is aware and understands that an investment in the
Placing Shares involves a considerable degree of risk and (vi) it
will not look to the Company, the Bank or any of their respective
Affiliates or any person acting on its or their behalf for all or
part of any such loss or losses it or they may suffer;
37. it acknowledges and agrees that neither the Company, the
Bank nor their respective Affiliates owe any fiduciary or other
duties to it or any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement;
38. understands and agrees that it may not rely on any
investigation that either of the Bank or its Affiliates or any
person acting on its or their behalf may or may not have conducted
with respect to the Company and its Affiliates or the Placing and
the Bank has not made any representation or warranty to it, express
or implied, with respect to the merits of the Placing, the
subscription for or purchase of the Placing Shares, or as to the
condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation
to it to acquire the Placing Shares. It acknowledges and agrees
that no information has been prepared by, or is the responsibility
of, the Bank or its Affiliates or any person acting on its or their
behalf the purposes of this Placing;
39. it acknowledges and agrees that it will not hold the Bank
and/or any its Affiliates or any person acting on its or their
behalf responsible or liable for any misstatements in or omission
from any publicly available information relating to the Group or
information made available (whether in written or oral form)
relating to the Group (the "Information") and that no such person
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
40. in connection with the Placing, each of the Bank and any of
its Affiliates and any person acting on its or their behalf may
take up a portion of the Placing Shares as a principal position and
in that capacity may retain, purchase or sell for its own account
such shares in the Company and any other securities of the Company
or related investments and may offer or sell such shares,
securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to
Placing Shares being issued, offered or placed should be read as
including any issue, offering or placement of such shares in the
Company to the Bank or any of its Affiliates or any person acting
on its or their behalf, in each case, acting in such capacity. In
addition either of the Bank and any of its Affiliates and any
person acting on its or their behalf may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which such person(s)
may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. Neither of the Bank
nor any of its Affiliates nor any person acting on its or their
behalf intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
41. a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Bank.
42. it acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
prepared in respect of any of the Placing Shares under the
securities laws of the United States, or any state or other
jurisdiction of the United States, nor 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. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of Australia, Canada, New Zealand or Japan and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, New Zealand or Japan
or in any country or jurisdiction where any action for that purpose
is required;
43. it will not directly or indirectly offer, reoffer, resell,
transfer, assign, pledge or otherwise dispose of any Placing Shares
except outside the United States in "offshore transactions" defined
in, and in accordance with, Regulation S; (b) to the Company; or
(c) pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act, and, if
the Company shall so require, subject to delivery to the Company of
an opinion of counsel (and such other evidence as the Company may
reasonably require) that such transfer or sale is in compliance
with the Securities Act, in each case in accordance with any
applicable securities laws of any state or other jurisdiction of
the United States; and that that it will notify any transferee to
whom it subsequently reoffers, resells, pledges or otherwise
transfers the Placing Shares of the foregoing restrictions on
transfer; and
44. no representation has been made as to the availability of
the exemption provided by Rule 144 or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as the Bank (for its own benefit
and, where relevant, the benefit of its Affiliates and any person
acting on its behalf) and are irrevocable.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax 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. None of the Company,
the Bank nor their respective Affiliates nor any person acting on
its or their behalf will be responsible for any UK stamp duty or UK
stamp duty reserve tax (including any interest, fines and penalties
relating thereto) arising in relation to the Placing Shares in any
other circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Bank, the Company nor their respective Affiliates nor
any person acting on its or their behalf will be liable to bear any
stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue,
securities, transfer, registration, capital, or documentary duties
or taxes) ("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) otherwise than under the laws of the
United Kingdom. Each 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 transfer taxes
undertakes to pay such transfer taxes forthwith, and agrees to
indemnify on an after-tax basis and hold the Bank and/or the
Company (as the case may be) and their respective Affiliates and
any person acting on its or their behalf harmless from any such
transfer taxes, and all interest, fines or penalties in relation to
such transfer taxes. Each Placee should, therefore, take its own
advice as to whether any such transfer tax liability arises.
Miscellaneous
Each Placee acknowledges and is aware that the Bank is receiving
a fee in connection with its role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Bank, any money held in an account with the Bank
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 the Bank's
money in accordance with the client money rules and will be used by
the Bank in the course of its own business; and the Placee will
rank only as a general creditor of the Bank.
All times and dates in this Announcement may be subject to
amendment by the Bank and the Company (in their absolute
discretion). The Bank shall notify the Placees and any person
acting on behalf of the Placees of any changes.
The rights and remedies of the Bank and the Company under these
Terms and Conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
Time is of the essence as regards each Placee's obligations
under this Appendix.
Any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Bank.
Each Placee may be asked to disclose in writing or orally to the
Bank:
1. if he or she is an individual, his or her nationality; or
2. if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"GBP", "GBP", "pounds", "pound sterling" or "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK.
"$", "US$" or "dollars" are to the lawful currency of the United
States of America;
"Admission" means admission of the Placing Shares to the premium
listing segment of the Official List and to trading on the London
Stock Exchange's main market for listed securities;
"Affiliate" of any person means any other person that, directly
or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such person and
specifically includes subsidiaries, branches, associated companies
and holding companies and the subsidiaries of such holding
companies, branches, associated companies and subsidiaries; and for
these purposes "controlling person" means any person who controls
any other person; "control" (including the terms "controlling",
"controlled by" and "under common control with") means the
possession, direct or indirect, of the power to direct or cause the
direction of the management, policies or activities of a person
whether through the ownership of securities, by contract or agency
or otherwise; and the term "person" is deemed to include a
partnership, and this definition also includes the respective
directors, officers, employees, agents and advisers of such
persons;
"'A' Ordinary Share" means an 'A' ordinary share of 40 pence
each in the capital of the Company;
"Announcement" means this announcement and its appendices;
"Bank" means Numis;
"Bookbuild" means the accelerated bookbuilding process to be
commenced by the Bank to use reasonable endeavours to procure
placees for the Placing Shares, as described in this Announcement
and subject to the terms and conditions set out in this
Announcement and the Placing Agreement;
"Company" means Fuller, Smith & Turner P.L.C;
"CREST" means the relevant system (as defined in the
Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in
respect of which Euroclear is the Operator (as defined in such
Regulations) in accordance with which securities may be held and
transferred in uncertificated form;
"DTRs" means the Disclosure Guidance and Transparency Rules made
by the FCA pursuant to Part VI of FSMA;
"Director Subscriptions" means the A Ordinary Shares to be
subscribed for by Directors and / or the B Ordinary Shares to be
acquired by Directors (as the case may be) for a total contribution
of approximately GBP225,000.
"Euroclear" means Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and Wales;
"Extended Facility" means the amendment and extension of the
Group's existing bank facilities until February 2023;
"FCA" or "Financial Conduct Authority" means the UK Financial
Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"Group" means the Company and its subsidiary undertakings;
"Listing Rules" means the rules and regulations made by the FCA
under FSMA;
"LSE" or "London Stock Exchange" means London Stock Exchange
plc;
"Numis" means Numis Securities Limited;
"Placee" means a person procured by the Bank to subscribe for
Placing Shares;
"Placing" has the meaning given in paragraph 1 of this
Announcement;
"Placing Agreement" has the meaning given to it in Appendix 1 to
this Announcement;
"Placing Price" means the fixed price of 830 pence per Placing
Share;
"Placing Shares" has the meaning given in paragraph 1 of this
Announcement;
"PRA" or "Prudential Regulation Authority" means the UK
Prudential Regulation Authority;
"Pricing Announcement" means the announcement published by the
Company confirming the results of the Placing on a Regulatory
Information Service immediately following the execution of the
Terms of Subscription;
"Prospectus Regulation" means the Prospectus Regulation (EU)
2017/1129;
"Regulation S" means Regulation S promulgated under the
Securities Act;
"Regulatory Information Service" means any of the services set
out in Appendix 3 of the Listing Rules;
"Relevant Person" has the meaning given to it in Appendix 1 to
this Announcement;
"Restricted Territory" has the meaning given to it in Appendix 1
to this Announcement;
"Securities Act" means the U.S. Securities Act of 1933, as
amended;
"subsidiary" or "subsidiary undertaking" each have the meaning
given to such term in the Companies Act 2006;
"Terms and Conditions" means the terms and conditions of the
Placing set out in Appendix 1 to this Announcement;
"Terms of Subscription " has the meaning given to it in Appendix
1 to this Announcement;
"uncertificated" or "in uncertificated form" means in respect of
a share or other security, where that share or other security is
recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title
to which may be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland;
"UK MAR" or "UK Market Abuse Regulation" means the Market Abuse
Regulation (EU) No.596/2014, which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended and
supplemented;
"UK Prospectus Regulation" means Prospectus Regulation (EU)
2017/1129 which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended and supplemented; and
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States of
America, the District of Columbia and all other areas subject to
its jurisdiction and any political sub-division thereof.
"Update" means the announcement entitled "Financing Update and
COVID-19 Trading Update" to be published by the Company confirming
the Group's trading on a Regulatory Information Service on the same
date as the execution of the Placing Agreement.
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contact rns@lseg.com or visit www.rns.com.
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