TIDMPNN
RNS Number : 2983Z
Pennon Group PLC
10 January 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE
THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU. NO. 596/2014) AS IT FORMS
PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED.
10 January 2024
Pennon Group plc ("Pennon", the "Group" or the "Company")
RESULTS OF EQUITY CAPITAL RAISE
Pennon ("Pennon", the "Group" or the "Company") is pleased to
announce the successful completion of the equity capital raise of
new ordinary shares of 61.05 pence each in the capital of the
Company (the "New Ordinary Shares") announced earlier today (the
"Equity Capital Raise"). The Equity Capital Raise in total
comprises 24,657,535 New Ordinary Shares (representing
approximately 9.4 per cent. of the Company's existing issued share
capital) and will raise gross proceeds of approximately GBP180
million.
A total of 23,711,998 New Ordinary Shares have been
conditionally placed by Barclays Bank PLC ("Barclays") and Morgan
Stanley & Co. International plc ("Morgan Stanley") (together,
the "Bookrunners") at a price of 730 pence per New Ordinary Share
(the "Offer Price"), with existing and new institutional investors,
raising gross proceeds of approximately GBP173 million (the
"Placing").
Concurrently with the Placing, certain directors and executives
of the Company have subscribed for an aggregate of 20,537 New
Ordinary Shares at the Offer Price, pursuant to subscription
letters entered into with the Company, raising gross proceeds of
approximately GBP150,000 (the "Subscription"). In addition, retail
investors have subscribed in the separate retail offer made by the
Company via the PrimaryBid platform for a total of 925,000 New
Ordinary Shares at the Offer Price, raising gross proceeds of
approximately GBP7 million (the "Retail Offer").
The Offer Price represents a discount of approximately 2.6 per
cent to the closing share price of 750 pence on 9 January 2024 and
a discount of 4.9 per cent to the middle market price at the time
at which the Company and the Bookrunners agreed the Offer
Price.
Applications have been made to the Financial Conduct Authority
(the "FCA") and the London Stock Exchange plc (the "LSE")
respectively for the admission of the New Ordinary Shares to the
premium listing segment of the Official List of the FCA and to
trading on the main market for listed securities of the LSE
(together, "Admission"). It is expected that Admission will take
place on or before 8.00 a.m. on 12 January 2024 and that dealings
in the New Ordinary Shares will commence at that time. The Equity
Capital Raise is conditional upon, amongst other things, Admission
becoming effective and the placing agreement entered into between
the Company and the Bookrunners not having been terminated in
accordance with its terms. The New Ordinary Shares will, when
issued, be fully paid and free of all liens, charges and
encumbrances and will rank pari passu in all respects with the
existing ordinary shares of the Company, including the right to
receive all dividends and other distributions declared, made or
paid after the date of issue.
For the purposes of the Disclosure Guidance and Transparency
Rules, the total issued share capital of the Company following
Admission will consist of 286,018,720 ordinary shares. The Company
holds 5,628 shares in treasury. Therefore, the total number of
voting rights in the Company following Admission will be
286,013,092 which is the figure which may be used by shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the Company under the Disclosure
Guidance and Transparency Rules.
Directors' participation in the Subscription
The following directors of the Company have agreed to subscribe
for the following number of New Ordinary Shares at the Offer Price
as part of the Subscription:
Name Number of New Ordinary
Shares
Susan Davy 8,356
-----------------------
Steve Buck 2,054
-----------------------
Gill Rider 2,054
-----------------------
Dorothy Burwell 2,054
-----------------------
Jon Butterworth 2,054
-----------------------
Loraine Woodhouse 2,054
-----------------------
The person responsible for arranging the release of this
announcement on behalf of the Company is Andrew Garard, Group
General Counsel and Company Secretary
Pennon Group PLC LEI: 213800V1CCTS41GWH423
For further information, please contact:
Pennon Group PLC
Steve Buck Group Chief Financial Officer
+44 (0)1392 44 3168
Jennifer Cooke Group Head of Investor Relations
Media Enquiries
James Murgatroyd FGS Global +44 (0)207 251 3801
Harry Worthington
Barclays Bank PLC
Joint Global Co-ordinator & Joint Bookrunner +44 (0) 20 7623
2323
Alisdair Gayne, Iain Smedley, Richard Bassingthwaighte, Chris
Madderson
Morgan Stanley & Co. International plc
Joint Global Co-ordinator & Joint Bookrunner +44 (0) 20 7425
8000
Andrew Foster, Francesco Puletti, Emma Whitehouse
Pre-Emption Group Reporting
The Equity Capital Raise is a non-pre-emptive issue of equity
securities for cash and accordingly the Company makes the following
post transaction report in accordance with the most recently
published Pre-Emption Group Statement of Principles (2022).
Name of issuer Pennon Group plc
Transaction details In aggregate, the Equity Capital Raise of 24,657,535
New Ordinary Shares represents approximately 9.4% of
the Company's issued ordinary share capital.
Settlement for the New Ordinary Shares and Admission
are expected to take place on or before 8.00 a.m. on
12 January 2024.
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Use of proceeds The Equity Capital Raise of approximately GBP180 million
in aggregate will be used in connection with the Acquisition,
in order to ensure that the pro forma leverage and capital
structure for the enlarged Group following the Acquisition
remains consistent with Pennon's well-established water
business gearing range of 55-65%(1) .
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Quantum of proceeds In aggregate, the Equity Capital Raise will raise gross
proceeds of approximately GBP180 million and net proceeds
of approximately GBP176 million.
-----------------------------------------------------------------
Discount The Offer Price represents a discount of approximately
2.6 per cent to the closing share price of 750 pence
on 9 January 2024 and a discount of 4.9 per cent to
the middle market price at the time at which the Company
and the Bookrunners agreed the Offer Price.
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Allocations Soft pre-emption has been adhered to in the allocations
process. The Company was involved in the allocations
process, which has been carried out in compliance with
all applicable MiFID II allocation requirements. Allocations
made outside of soft pre-emption were preferentially
directed towards existing shareholders in excess of
their pro rata, and wall-crossed accounts.
-----------------------------------------------------------------
Consultation The Bookrunners undertook a pre-launch wall-crossing
process, including consultation with major shareholders,
to the extent reasonably practicable and permitted by
law.
-----------------------------------------------------------------
Retail investors The Equity Capital Raise included a Retail Offer, for
a total of 925,000 New Ordinary Shares, via the PrimaryBid
platform.
Retail investors, who participated in the Retail Offer,
were able to do so at the same Offer Price as all other
investors participating in the Placing and Subscription.
The Retail Offer was made available to existing shareholders
and new investors in the UK. Investors were able to
participate through PrimaryBid's platform via its partner
network (covering 60+ FCA registered intermediaries)
and through PrimaryBid's free-to-use direct channel.
Investors had the ability to participate in this transaction
through ISAs and SIPPs, as well as General Investment
Accounts (GIAs). This combination of participation routes
meant that, to the extent practicable on the transaction
timetable, eligible UK retail investors (including certificated
retail shareholders) had the opportunity to participate
in the Equity Capital Raise alongside institutional
investors.
Allocations in the Retail Offer were preferentially
directed towards existing shareholders in keeping with
the principle of soft pre-emption.
-----------------------------------------------------------------
Note: (1) Gearing at the regulated water business level, defined
as net debt / RCV
IMPORTANT NOTICES
This Announcement is for information purposes only, is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, underwrite, sell or issue
or the solicitation of an offer to purchase or subscribe, sell,
acquire, dispose of the New Ordinary Shares or any other security
in the United States (including its territories and possessions,
any state of the United States and the District of Columbia,
collectively the " United States "), Australia, Canada, Japan, or
the Republic of South Africa (" South Africa ") or in any
jurisdiction in which, or to any persons to whom, such offering,
solicitation or sale would be unlawful.
No offering document or prospectus will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required to be published in accordance with
Prospectus Regulation (EU) 2017/1129 (the " EU Prospectus
Regulation ") or the EU Prospectus Regulation as it forms part of
English law pursuant to the European Union (Withdrawal) Act 2018
(as amended) (the " UK Prospectus Regulation ").
The New Ordinary Shares 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,
sold, resold, transferred or delivered, directly or indirectly, in
or into the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and in accordance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offering of the New Ordinary Shares in the United
States, the United Kingdom or elsewhere.
The New Ordinary Shares have not been approved or disapproved by
the United States 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 a criminal offence in the United States.
A prospectus qualifying the New Ordinary Shares for distribution
has not been, and will not be, filed with any securities commission
or similar regulatory authority of any jurisdiction of Canada. No
such authority has reviewed, expressed an opinion about or in any
way passed upon the Placing or the New Ordinary Shares, and it is
an offence to claim otherwise. Any offering of the Placing Shares
in Canada will be made on a private placement basis only in the
provinces of British Columbia, Alberta, Ontario and Quebec, in
reliance on exemptions from the requirements under applicable
Canadian securities laws that the Company file and obtain a receipt
for a prospectus for any distribution of securities. No offer of
securities was made in Canada except to a person who has
represented to the Company and each of the Bookrunners that such
person (i) is purchasing as principal for its own account, or is
deemed under applicable Canadian securities laws to be purchasing
as principal, for investment only and not with a view to resale or
distribution; (ii) is both an "accredited investor" as defined in
section 1.1 of National Instrument 45-106 - Prospectus Exemptions
of the Canadian Securities Administrators (or, in Ontario, as
defined in section 73.3(1) of the Securities Act (Ontario), as
applicable) and also a "permitted client" as defined in section 1.1
of National Instrument 31-103 - Registration Requirements,
Exemptions and Ongoing Registrant Obligations of the Canadian
Securities Administrators; and (iii) was not created, and is not
used, solely to purchase or hold securities as an accredited
investor. Any resale of Placing Shares into Canada or acquired by a
Canadian investor in the Placing must be made in accordance with
applicable Canadian securities laws, which may vary depending on
the relevant jurisdiction (both of the investor and the person to
whom the Placing Shares are being resold), and may require that
resales be made in accordance with Canadian prospectus requirements
or pursuant to an available exemption therefrom. These resale
restrictions may under certain circumstances apply to resales of
Placing Shares outside of Canada.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (the "Corporations Act") or a
product disclosure statement under Chapter 7 of the Corporations
Act and will not be lodged with the Australian Securities and
Investments Commission. No offer of securities is made pursuant to
this Announcement in Australia except to a person who is (i) either
a "sophisticated investor" within the meaning of section 708(8) of
the Corporations Act or a "professional investor" within the
meaning of section 9 and section 708(11) of the Corporations Act;
and (ii) a "wholesale client" for the purposes of section 761G(7)
of the Corporations Act (and related regulations) who has complied
with all relevant requirements in this respect. No Placing Shares
may be offered for sale (or transferred, assigned or otherwise
alienated) to investors in Australia for at least 12 months after
their issue, except in circumstances where disclosure to investors
is not required under Part 6D.2 of the Corporations Act.
In Switzerland, the Placing Shares may be sold only to
purchasers purchasing, or deemed to be purchasing, as principal and
who are "professional clients" within the meaning of the Swiss
Financial Services Act (" FinSA "). This Announcement does not
constitute a prospectus pursuant to FinSA, and no such prospectus
has been or will be prepared for or in connection with the offering
of the Placing Shares. The Placing Shares will not be admitted to
trading on any trading venue (exchange or multilateral trading
facility) in Switzerland.
This Announcement and the placing of the Placing Shares does not
constitute, advertise or relate to an offer to the public (as
defined in the South African Companies Act, No 71 of 2008, as
amended (the " SA Companies Act ")) for the sale of or subscription
for, or the solicitation of an offer to buy or subscribe for,
securities or an opportunity to invest in a collective investment
scheme in South Africa (as contemplated in the South African
Collective Investment Scheme Control Act, No 45 of 2002). In South
Africa, the Placing Shares were only offered to financial
institutions and other persons who are referred to in section
96(1)(a) of the SA Companies Act, or persons who subscribe, as
principal, for the Placing Shares at a total acquisition cost of
ZAR1 000 000 or more, as contemplated in section 96(1)(b) of the SA
Companies Act (" SA Qualifying Investor "). Any person who is not a
SA Qualifying Investor was not entitled to acquire any securities
offered for sale or subscription as described in this Announcement
or otherwise act thereon. This Announcement does not, nor is it
intended to, constitute a prospectus registered under the SA
Companies Act and accordingly, does not comply with the substance
and form requirements for prospectuses set out in the SA Companies
Act and the South African Companies Regulations of 2011. No
prospectus has been lodged with, or registered by, the South
African Companies and Intellectual Property Commission. Nothing in
this Announcement should be viewed, or construed, as "advice" as
that term is used in the South African Financial Markets Act, No 19
of 2012, as amended (" FMA ") or "advice" and/or an "intermediary
service" as those terms are used in the South African Financial
Advisory and Intermediary Services Act, No 37 of 2002, as amended
(the " SA FAIS Act ") and nothing in this Announcement should be
construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa. It is the
responsibility of any SA Qualifying Investor to ensure they or it
have obtained all required approvals in terms of the financial
surveillance or "exchange control" regulations promulgated under
the South African Currency and Exchanges Act, 1933, and any rulings
issued pursuant thereto.
This Announcement and the offering of the Placing Shares has not
been approved or licensed by the United Arab Emirates (" UAE ")
Central Bank, the SCA, the Dubai Financial Services Authority, or
any other relevant licensing authorities or governmental agencies
in the UAE (the " UAE Authorities ") and accordingly does not
constitute a public offering of the Placing Shares in the UAE in
accordance with the Federal Law No. 32 of 2021 Concerning
Commercial Companies (as amended), the UAE Securities and
Commodities Authority's (" SCA ") Board of Directors Resolulution
Number 13 B.C of 2021 on the Reuglations Manual of the Financial
Activities and Status Regularisation Mechanics (as amended) (the "
SCA Rulebook ") or otherwise. Any offering to be made in the UAE is
to be made only to certain persons who are Professional Investors
as defined in the SCA Rulebook and have confirmed the same. This
Announcement and the information referred to herein must therefore
not be delivered to, or relied on by, any other person in the UAE.
The UAE Authorities assume no liability for any investment that the
original recipient makes as a professional investor.
This Announcement and the offering of the Placing Shares relates
to an Exempt Offer in accordance with the Financial Services
Regulatory Authority's ("the " FSRA ") Financial Services and
Markets Regulations and the FSRA's Market Rules. It does not
constitute a public offering of the Placing Shares in the Abu Dhabi
Global Market (the " ADGM "). This Announcement is intended for
distribution only to persons who meet the Professional Client
criteria set out in Rule 2.4 of the FSRA's Conduct of Business
Rulebook (COBS). It must not be delivered to, or relied on by, any
other person in the ADGM. The FSRA has no responsibility for
reviewing or verifying any documents in connection with an Exempt
Offer. The FSRA has not approved this Announcement or taken steps
to verify the information set out in it and has no responsibility
for it. The Placing Shares may be illiquid and/or subject to
restrictions on their resale. Prospective purchasers of the Placing
Shares should conduct their own due diligence on the Placing
Shares. If you do not understand the contents of this Announcement,
you should consult an authorised financial adviser. No prospectus
has been lodged or filed with, or registered by, the Australian
Securities and Investments Commission, any securities commission or
similar regulatory authority of any Canadian jurisdiction, the
Japanese Ministry of Finance or the South African Companies and
Intellectual Property Commission; and the Placing Shares have not
been, and nor will they be, registered or qualified for public
distribution under the securities laws of any state, province or
territory of Australia, Canada, Japan or South Africa. Accordingly,
the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into, Australia, Canada,
Japan or South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national,
resident or citizen of Australia, Canada, Japan or South
Africa.
The distribution of this Announcement and the Equity Capital
Raise and/or the offer or sale of the New Ordinary Shares in
certain jurisdictions may be restricted by law. No action has been
taken which would permit an offer of the New Ordinary Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such New Ordinary 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 to inform
themselves about, and to observe, any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This Announcement is directed only at: (a) persons in the United
Kingdom who are "qualified investors" (within the meaning of the UK
Prospectus Regulation) and (i) 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 ") or (ii) who are high net worth entities or other persons
falling within Article 49(2)(a) to (d) of the Order; (b) persons in
a member state of the European Economic Area who are "qualified
investors" (within the meaning of the EU Prospectus Regulation);
(c) in the United States, persons who are qualified institutional
buyers (as defined in Rule 144A under the Securities Act); (d) in
Canada, persons who are both "accredited investors" within the
meaning of National Instrument 45-106 (or, in Ontario, section
73.3(1) of the Securities Act (Ontario), as applicable) and
"permitted clients" within the meaning of National Instrument
31-103; (e) in Australia, persons who are (i) either "sophisticated
investors" within the meaning of section 9 and section 708(8) of
the Corporations Act or "professional investors" within the meaning
of section 9 and section 708(11) of the Corporations Act and (ii) a
"wholesale client" for the purposes of section 761(g)7 of the
Corporations Act (and related regulations) who has complied with
all relevant requirements in this respect; (f) in South Africa,
persons who fall within the exemptions set out in sections 96(1)(A)
or 96(1)(B) of the South African Companies Act No 71 of 2008; (g)
in the UAE, persons who are professional investors as defined in
the SCA Rulebook; (h) in the ADGM, persons who meet the
professional client criteria set out in Rule 2.4 of the Conduct of
Business Rulebook (COBS) of the FSRA of the ADGM; (i) in
Switzerland, persons who are purchasing, or are deemed to be
purchasing, as principal and who are "professional clients" within
the meaning of FinSA and (j) those persons to whom it may otherwise
be lawfully communicated (all such persons referred to above being
" Relevant Persons "). 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. Any
investment in connection with the Placing will only be available
to, and will only be engaged with, Relevant Persons. Any person who
is not a Relevant Person should not act or rely on this
Announcement or any of its contents.
Each of Barclays and Morgan Stanley is authorised in the United
Kingdom by the Prudential Regulation Authority (the " PRA ") and
regulated in the United Kingdom by the PRA and the Financial
Conduct Authority (the " FCA "). Each of Barclays and Morgan
Stanley is acting exclusively for the Company and no-one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as its client in
relation to the Placing or any other matter referred to in this
Announcement, and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Barclays or its affiliates or of Morgan Stanley or its affiliates,
or for providing advice in relation to the Placing or any other
matter referred to in this Announcement. None of the Bookrunners or
any of their respective affiliates is acting for the Company with
respect to the Retail Offer or the Subscription.
This Announcement is being 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 either
of the Bookrunners or any of their respective affiliates or agents
(or any of their respective directors, officers, employees or
advisers) for the contents of the information contained in this
Announcement, or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of either of the Bookrunners or any of their respective
affiliates in connection with the Company, the New Ordinary Shares
or the Equity Capital Raise and any responsibility and liability
whether arising in tort, contract or otherwise therefore is
expressly disclaimed. No representation or warranty, express or
implied, is made by either of the Bookrunners or any of their
respective affiliates as to the accuracy, fairness, verification,
completeness or sufficiency of the information contained in this
Announcement and nothing in this Announcement is, or shall be
relied upon as, a promise or representation in this respect,
whether as to the past or future.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the New Ordinary Shares. Any
indication in this Announcement of the price at which the Company's
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 or is intended to be a profit forecast or profit estimate or to
imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company. The price and value of
securities can go down as well as up.
The New Ordinary Shares to be issued pursuant to the Equity
Capital Raise will not be admitted to trading on any stock exchange
other than the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this Announcement.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Equity
Capital Raise. Investors and prospective investors should conduct
their own investigation, analysis and evaluation of the business
and data described in this Announcement. 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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the " UK Product Governance Requirements "),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the " UK
Target Market Assessment "). Notwithstanding the UK 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 UK Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment, the Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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
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END
MSCMZGMMVGZGDZM
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