TIDMPURE
RNS Number : 0223Z
PureCircle Limited
14 May 2019
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE,
PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES (AS DEFINED HEREIN),
AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR ANY
OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU). UPON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
PureCircle Limited
("PureCircle" or the "Company")
PROPOSED PLACING OF NEW ORDINARY SHARES
14 May 2019
Key highlights
-- Proposed placing of new ordinary shares in the Company at a price of GBP2.80 per share
-- 8,750,000 new ordinary shares are committed to be subscribed for by certain existing shareholders of the Company
-- A further 302,377 new ordinary shares are to be subscribed by certain Directors and senior executives of the
Company
-- Today's fundraise will give PureCircle greater financial flexibility to undertake a number of new projects,
accelerating PureCircle's growth by broadening its reach and increasing penetration with existing and new
customers
-- Current year trading has delivered good growth to end of Q3
-- Pleased to announce: the renewal of our supply agreement with Merisant, leading producers of low and zero-calorie
table-top sweeteners; and entry into a new stevia supply agreement with IFF, a leading flavour house
Proposed Placing
PureCircle today announces a non pre-emptive placing of new
ordinary shares in the Company (the "Placing Shares") to certain
institutional and other investors, including Directors and senior
executives of the Company (the "Placing") at a price of GBP2.80 per
Placing Share (the "Placing Price"). Save as described below, the
Placing is being conducted through an accelerated bookbuilding
process (the "Bookbuild") which will be launched immediately
following this announcement (together with the appendix to this
announcement (the "Appendix"), the "Announcement") and will be
subject to the terms and conditions set out in the Appendix. The
Placing will be effected pursuant to existing shareholder
authorities of the Company (to issue up to 17,420,000 new shares on
a non pre-emptive basis) granted at the Company's annual general
meeting on 30 November 2018.
As part of the fundraise, Alwaha Fund Limited, Halfmoon Bay
Capital Limited, Asian Investment Management Services Ltd and
Portola Group Limited, certain existing shareholders of the Company
(the "Subscribers"), have entered into conditional subscription
letters with the Company pursuant to which they have agreed to
subscribe, in aggregate, for 8,750,000 new ordinary shares in the
Company (the "Subscription Shares") representing approximately 5
per cent. of the Company's existing issued ordinary share capital
(the "Subscription") at the Placing Price. The Subscription Shares
will be subscribed for on the basis agreed with the Subscribers
pursuant to subscription letters rather than pursuant to the terms
and conditions of the Placing contained in the Appendix to this
Announcement.
Additionally, certain Directors of the Company and other senior
executives have agreed to participate in the Placing. In
particular, Rosemarie S. Andolino, John Gibney, Magomet Malsagov,
Rakesh Sinha, John Slosar, Stephane Ducroux and Lai Hock Meng
(Peter Lai) have agreed to subscribe for 302,377 Placing Shares at
the Placing Price. Further details of the participation by the
Subscribers and the Directors will be set out in the announcement
to be made on the closing of the Bookbuild, which is expected to be
made by 9:00 a.m. on 15 May 2019.
Numis Securities Limited ("Numis") has been appointed as sole
bookrunner in respect of the Placing.
In addition, PureCircle is today providing an update on Q3
trading to 31 March 2019, with further detail provided below.
Background to and reasons for the Placing
As a result of the growing demand for PureCircle's next
generation stevia products, the Company is proposing to raise funds
pursuant to the Placing to enable it to fully capitalise on both
opportunities within its existing customer base as well as new
opportunities which have been advanced as stevia adoption
grows.
Today's fundraise will give PureCircle greater financial
flexibility to undertake a number of new projects, accelerating
PureCircle's growth by broadening its reach and increasing
penetration with its customers by accessing the food service
channel; expanding PureCircle's product portfolio and capability in
providing an all-natural, zero-calorie alternative to sugar. The
overall cost of this expansion is expected to be approximately
US$35 million. By raising the proceeds from the Placing now, the
Company will have the flexibility to adjust the pace of, and
consequently the expenditure required to effect, the expansion in
line with demand growth.
Use of proceeds of the Placing
The Placing proceeds are expected to be used for the following
purposes:
-- for capital expenditure projects associated with the
increased development and production of PureCircle's next
generation stevia, as set out below;
-- to strengthen the balance sheet of the Company; and
-- for general working capital purposes.
Areas of investment for capital expenditure projects
(i) Proteins, Fibres & Antioxidants
Investment is needed to upgrade the Company's manufacturing
capabilities to enable commercialisation of proteins, fibres and
antioxidants from the stevia leaf and bring them to market. These
natural origin products are in demand not only by food and beverage
companies but also companies in new markets such as
pharmaceuticals, supplements and cosmetics. These products will
also allow PureCircle to use the stevia leaf more efficiently.
Commercialisation of these products would allow PureCircle to
spread the cost of stevia raw material and offer its customers the
most cost effective price points across its full suite of
products.
(ii) Reb M Sweetener Innovation, Scale-Up and Expansion
PureCircle's advances in product development have enabled it to
significantly boost production of the next generation of stevia
sweeteners - like Reb M - which have the most sugar-like taste and
are highly sought after by beverage and food companies. The planned
scale up and expansion will allow PureCircle to keep up with
growing demand for these premium products and bring an innovative
pipeline of products to market using the Company's patented
bioconversion production process.
(iii) Research and Development
The Company proposes to continue to invest in research and
development related to the above initiatives.
(iv) Stevia Brand Building and Awareness
PureCircle is committed to making stevia part of the everyday
and helping consumers experience first-hand how far the taste of
stevia has come with its next generation products. The Company
proposes to engage consumers beyond beverage and have them
experience great-tasting, no sugar added stevia products in a café
experience. This café which is expected to be located in Chicago
would serve everyday indulgent items, like baked goods, desserts
and ice creams, and coffee beverages without compromising on taste.
With this type of engagement, PureCircle is looking to show
consumers and customers how Reb M sweeteners can break open new
categories and accelerate go to market strategies for stevia
products.
Q3 Trading Update
Set out below are the Company's unaudited Q3 results for the
financial period ended 31 March 2019.
Top-line sales are expected to continue to grow, however full
year out turn may reflect some cannibalisation of base business as
PureCircle continues to drive sales of new generation products.
Unaudited Unaudited
YTD Q3'19 YTD Q3'18 Change
US$ '000 US$ '000 %
=================================== ========== ========== ======
Revenue 80.3 72.6 10.6%
Gross Profit 29.4 25.1 17.1%
Gross margin 36.6% 34.6% 2.0%
Operating profit 12.6 1.5 >100%
=================================== ========== ========== ======
Adjusted EBITDA 17.1 12.8 33.6%
=================================== ========== ========== ======
Net profit / (loss) for the
period exc. exceptional items 2.7 (4.1) >100%
=================================== ========== ========== ======
Net assets 203.9 223.4 (8.7)%
=================================== ========== ========== ======
Operating cash flow before working
capital changes 13.9 8.0 73.8%
Net cash generated from / (used
in) operating activities 8.0 (8.0) >100%
Net debt 100.4 101.6 (1.2)%
=================================== ========== ========== ======
In addition to the trading update above, the Company is pleased
to announce the renewal of its supply agreement with Merisant,
leading producers of low- and zero-calorie table-top sweeteners;
and entry into a new stevia supply agreement with IFF, a leading
flavor house.
Details of the Placing
The Bookbuild will open with immediate effect following this
Announcement. The exact number of Placing Shares to be placed will
be determined by the Company and Numis at the close of the
Bookbuild and announced by the Company shortly thereafter. The
timing of the closing of the Bookbuild and allocations are at the
discretion of the Company and Numis.
The Placing will be effected at the Placing Price pursuant to
the existing authorities of the Company (to issue up to 17,420,000
new ordinary shares on a non pre-empetive basis), granted at the
Company's annual general meeting on 30 November 2018. Members of
the public are not entitled to participate in the Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu with the existing ordinary shares of USD
0.10 each in the capital of the Company including the right to
receive all future dividends and distributions declared, made or
paid by reference to a record date falling after their issue.
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares pursuant to the
Bookbuild, investors will be deemed to have read and understood
this Announcement (including the Appendix) in its entirety and to
be making such offer on the terms and subject to the conditions in
such announcement, and to be providing the representations,
warranties and acknowledgements contained in the Appendix.
Your attention is drawn to the detailed terms and conditions of
the Placing set out in the Appendix to this Announcement.
Applications for Admission
The Company will apply for admission of the Placing Shares to
listing on the premium listing segment of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the main
market for listed securities of London Stock Exchange plc
(together, "Admission"). It is expected that settlement of
subscriptions in respect of the Placing Shares and Admission will
take place and that trading in the Placing Shares will commence at
8.00 a.m. on 17 May 2019.
The Placing is conditional upon, inter alia, Admission becoming
effective. The Placing is also conditional upon the placing
agreement between the Company and Numis (the "Placing Agreement")
becoming unconditional and not being terminated. Further details of
the Placing Agreement can be found in the terms and conditions of
the Placing contained in the Appendix to this Announcement (which
forms part of the Announcement).
Magomet Malsagov, Chief Executive Officer of PureCircle,
said:
"I am pleased to launch this placing today, with the support of
core shareholders. This is intended to open doors to new segments
of the consumer goods sector while also enabling our teams to
accelerate new projects with both existing and new blue-chip
brands.
PureCircle has the best-tasting stevia product on the market and
operates in a time where sugar reduction is a world-wide
imperative. Having made strong progress in the beverage industry,
which has seen us create long term relationships with major brands
and continues to drive good growth as seen in our Q3 numbers, we
are keen to transfer this success to the food service space in the
short to medium term.
Our latest superior-tasting product - Reb M - is relatively new
to the market and we look forward to putting the funds raised to
good use as we capitalise on the opportunities it has created for
our business."
For further information, please contact:
PureCircle Limited
Rakesh Sinha, Chief Financial Officer +1 630 827 1515; +60 1232 60005
Numis
Luke Bordewich
Oliver Cox +44 (0) 20 7260 1000
IMPORTANT NOTICE
This announcement including its Appendix (together, the
"Announcement") and the information contained in it is not for
public release, publication or distribution, in whole or in part,
directly or indirectly, in or into 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, Hong Kong, Singapore, Japan or South Africa or any other
state or jurisdiction in which publication, release or distribution
would be unlawful.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN
OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR SHARES IN THE CAPITAL OF THE
COMPANY IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG,
SINGAPORE OR SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ANY
FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered,
sold, delivered or transferred, 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 compliance with any applicable securities
laws of any state or other jurisdiction of the United States. The
Company does not intend to register the Placing Shares in the
United States or to conduct a public offering of securities in the
United States.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission or similar regulatory
authority of any province or territory of Canada. The offering of
the Placing Shares is being made on a private placement basis only
in the provinces of British Columbia, Alberta, Ontario and Québec
and is exempt from the requirement that the Company prepare and
file a prospectus with the relevant securities regulatory
authorities in Canada. No offer of securities is made pursuant to
this Announcement in Canada except to a person who has represented
to the Company and Numis that such person (i) is purchasing as
principal, or is deemed to be purchasing as principal in accordance
with applicable Canadian securities laws, for investment only and
not with a view to resale or redistribution; (ii) is an "accredited
investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such
term is defined in section 73.3(1) of the Securities Act (Ontario);
and (iii) is a "permitted client" as such term is defined in
section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Placing Shares acquired by a Canadian investor in
this offering must be made in accordance with applicable Canadian
securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; and the Placing Shares have not been, and nor
will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Japan or South Africa. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, 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, Japan or South Africa.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive (as defined
below)) to be published.
No action has been taken by the Company or Numis, or any of
their respective affiliates, that would, or which is intended to,
permit a public offer of the Placing Shares in any jurisdiction or
the possession or distribution of this Announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. Persons
into whose possession this Announcement comes shall inform
themselves about, and observe, such restrictions.
No public offering of the Placing Shares is being made in the
United States, United Kingdom, Australia, Canada or elsewhere. All
offers of the Placing Shares will be made pursuant to an exemption
under the EU Directive 2003/71/EC and amendments thereto (the
"Prospectus Directive") from the requirement to produce a
prospectus. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000, as amended (the
"FSMA") does not apply.
Any investment or investment activity to which this announcement
relates is available only to, and will only be engaged with: (a)
persons in member states of the European Economic Area who are
qualified investors within the meaning of article 2(1)(e) of the
Prospectus Directive ("Qualified Investors") and (b) if in the
United Kingdom, persons who (i) have professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or are high net worth companies,
unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order and (ii)
are "qualified investors" as defined in section 86 of the FSMA and
(c) otherwise, to persons to whom it may otherwise be lawful to
communicate it (all such persons together being referenced to as
"relevant persons"). Any person who is not a relevant person should
not act or rely on this Announcement or any of its contents.
Numis is authorised and regulated in the United Kingdom by the
FCA. Numis is acting exclusively for the Company and no one else in
connection with the Placing and it will not be responsible to
anyone 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.
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 Numis
(apart from the responsibilities or liabilities that may be imposed
by the FSMA or the regulatory regime established thereunder) or by
any of its respective affiliates or by any of their respective
directors, officers, employees, advisers, representatives or
shareholders (collectively, "Representatives") for the contents of
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 Numis or any of their respective affiliates or by any
of their respective Representatives in connection with the Company,
the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefore
is expressly disclaimed. Numis and each of its respective
affiliates and each of its Representatives accordingly disclaim all
and any liability, whether arising in tort, contract or otherwise
(save as referred to above) in respect of any statements or other
information contained in this Announcement and no representation or
warranty, express or implied, is made by Numis or any of its
respective affiliates or any of their respective Representatives 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.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company and/or Numis that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Numis to inform
themselves about, and to observe, such restrictions.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Numis.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the beliefs of the Company's directors and
expectations and involve a number of risks, uncertainties and
assumptions which could cause actual results and performance to
differ materially from any expected future results or performance
expressed or implied by the forward-looking statement. Statements
contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. The information contained
in this Announcement is subject to change without notice and,
except as required by applicable law, none of the Company or Numis
or any of their respective affiliates or any of their respective
Representatives assumes any responsibility or obligation to update
publicly or review any of the forward-looking statements contained
in this Announcement. Investors should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement. No statement in this Announcement is or is intended
to be a profit forecast or profit estimate or to imply that the
earnings of the Company for the current or future financial years
will necessarily match or exceed the historical or published
earnings of the Company.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
The Placing Shares will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. Each
investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this Announcement. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "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 the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the 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 Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis 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.
APPIX
FURTHER DETAILS OF THE PLACING
TERMS AND CONDITIONS
THIS APPIX, AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED
AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE, SOUTH
AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
FOR THE PURPOSES OF THIS APPIX ONLY, REFERENCES TO "PLACING
SHARES" SHALL NOT INCLUDE THE "SUBSCRIPTION SHARES" AND REFERENCES
TO "PLACING" SHALL NOT INCLUDE THE "SUBSCRIPTION".
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMMENTS
THERETO (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"), (B)
IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH
VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA"), AND (C) OTHERWISE,
TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO
(EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON
THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A
RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE ANY SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) AUSTRALIA, CANADA,
JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR ANY JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS DOCUMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR IN
ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE 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 RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing (and any person acting on such person's behalf, which for
the avoidance of doubt shall not include the Subscribers) by making
an oral or written offer to acquire Placing Shares (which for the
avoidance of doubt shall not include the Subscription Shares),
including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares (not including the
Subscription Shares) is given ("Placees"), will be deemed to have
read and understood this Announcement including this Appendix, in
its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix. In
particular, each such Placee represents, warrants and acknowledges
that:
1. 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;
2. if it is in a member state of the EEA and/or if it is a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, 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 any member state of the EEA 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 which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of Numis has been given to
each such proposed offer or resale;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix;
5. it (and any account for which it is purchasing the Placing
Shares) is acquiring the Placing Shares for investment purposes,
and not with a view to distribution or resale within the meaning of
the Securities Act;
6. it satisfies any and all standards for investors in the
Placing Shares imposed by the jurisdiction of its residence or
otherwise;
7. it acknowledges that the Placing Shares have not been and
will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered, sold or transferred,
directly or indirectly, within 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 compliance
with any applicable securities laws of any state or other
jurisdiction of the United States;
8. except for a limited number of QIBs who have been provided a
US investor letter, (i) it and the person(s), if any, for whose
account or benefit it is acquiring the Placing Shares are
purchasing the Placing Shares in an "offshore transaction" as
defined in Regulation S; (ii) it is aware of the restrictions on
the offer and sale of the Placing Shares pursuant to Regulation S;
and (iii) the Placing Shares have not been offered to it by means
of any "directed selling efforts" as defined in Regulation S;
9. if it is a QIB acquiring the Placing Shares in the United
States, it understands that such Placing Shares will be "restricted
securities" within the meaning of Rule 144(a)(3) under the
Securities Act and it agrees that, for so long as such securities
are "restricted securities" (as defined thereunder), it will no
deposit such Placing Shares in any unrestricted depositary facility
established or maintained by a depositary bank; and
10. the Company and Numis will rely upon the truth and accuracy
of the foregoing representations, acknowledgements and
agreements.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission or similar regulatory
authority of any province or territory of Canada. The offering of
the Placing Shares is being made on a private placement basis only
in the provinces of British Columbia, Alberta, Ontario and Québec
and is exempt from the requirement that the Company prepare and
file a prospectus with the relevant securities regulatory
authorities in Canada. No offer of securities is made pursuant to
this Announcement in Canada except to a person who has represented
to the Company and Numis that such person (i) is purchasing as
principal, or is deemed to be purchasing as principal in accordance
with applicable Canadian securities laws, for investment only and
not with a view to resale or redistribution; (ii) is an "accredited
investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such
term is defined in section 73.3(1) of the Securities Act (Ontario);
and (iii) is a "permitted client" as such term is defined in
section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Placing Shares acquired by a Canadian investor in
this offering must be made in accordance with applicable Canadian
securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply
to resales of the Placing Shares outside of Canada.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; and the Placing Shares have not been, and nor
will they be, registered or otherwise qualified for offer and sale
under the securities laws of any state, province or territory of
Australia, Japan, Hong Kong, Singapore or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States, Australia, Japan, Hong Kong, Singapore or South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Numis makes no representation to any Placees regarding an
investment in the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into an agreement (the "Placing
Agreement") with Numis, who is acting as sole bookrunner in
connection with the Placing, under which, subject to the conditions
set out therein, Numis has agreed, as agent for and on behalf of
the Company, to use its reasonable endeavours to procure Placees
for the Placing Shares at the Placing Price.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares in the Company, including the right to receive all dividends
and other distributions declared, made or paid in respect of such
ordinary shares after the date of issue of the Placing Shares.
To the extent that the Placing Shares are delivered through
CREST (as defined below) they will be in the form of depositary
interests (see the section headed 'Registration and settlement'
below).
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to listing on the
premium listing segment of the Official List of the FCA (the
"Official List") and to the London Stock Exchange plc ("London
Stock Exchange") for admission of the Placing Shares to trading on
its main market for listed securities (together, "Admission").
It is expected that Admission will become effective on or around
8.00 a.m. on 17 May 2019 and that dealings in the Placing Shares
will commence at that time.
Bookbuild
Numis will today commence the bookbuilding process in respect of
the Placing (the "Bookbuild") to determine demand for participation
in the Placing by Placees. This Appendix gives details of the terms
and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
Numis and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Participation in, and principal terms of, the Placing
1. Numis is arranging the Placing as bookrunner and agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Numis. Numis' agents and their respective affiliates are each
entitled to enter bids in the Bookbuild as principal.
3. The Placing Shares will be issued at a price of GBP2.80 per
share (the "Placing Price"). The final number of Placing Shares
will be agreed between Numis and the Company following completion
of the Bookbuild. The number of Placing Shares will be announced on
an FCA-listed regulatory information service (a "Regulatory
Information Service") following the completion of the Bookbuild
(the "Results Announcement").
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at Numis.
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 Numis on the basis referred to in paragraph 9
below. Numis is arranging the Placing as agent of the Company.
5. The Bookbuild is expected to close by 7.00 p.m. on 14 May
2019, but may be closed earlier or later at the absolute discretion
of Numis. Numis may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed. The Company
reserves the right (upon the agreement of Numis) to reduce or seek
to increase the amount to be raised pursuant to the Placing.
6. Each prospective Placee's allocation will be determined by
Numis in consultation with the Company and will be confirmed orally
or in writing by Numis as agent of the Company following the close
of the Bookbuild. That confirmation will constitute an irrevocable
legally binding commitment upon that person (who will at that point
become a Placee) to acquire the number of Placing Shares allocated
to it at the Placing Price on the terms and conditions set out in
this Appendix and in accordance with the Company's bye-laws and
each Placee will be deemed to have read and understood this
Announcement (including this Appendix) in its entirety.
7. Each prospective Placee's allocation and commitment will be
evidenced by an electronic trade confirmation or contract note
issued to such Placee by Numis. The terms of this Appendix will be
deemed incorporated by reference therein.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and, except with the consent of Numis, 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 Numis, to pay as principal to Numis (or
as it may direct) in cleared funds immediately on the settlement
date an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to acquire and the
Company has agreed to allot and issue to that Placee.
9. Subject to paragraphs 4 and 5 above, Numis may choose to
accept bids, either in whole or in part, on the basis of
allocations determined in agreement with the Company and may scale
down any bids for this purpose on such basis as they may determine.
Numis may also, notwithstanding paragraphs 4 and 5 above, subject
to the prior consent of the Company (i) allocate Placing Shares
after the time of any initial allocation to any person submitting a
bid after that time; and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that
time.
10. Except as required by law or regulation, no press release or
other announcement will be made by Numis or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
13. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
14. To the fullest extent permissible by law, neither Numis nor
any of its affiliates, agents, directors, officers or employees
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, neither
Numis nor any of its respective affiliates, agents, directors,
officers or employees shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of
Numis' conduct of the Bookbuild or of such alternative method of
effecting the Placing as Numis and the Company may agree.
Conditions of the Placing
The obligations of Numis under the Placing Agreement in respect
of the Placing Shares are conditional on, inter alia: certain
publication of announcement obligations; the warranties being true,
accurate and not misleading; fulfilment by the Company of its
material obligations; satisfaction of conditions to enable the
dematerialised interests in respect of the Ordinary Shares to be
issued to or for the benefit of prospective Placees; Admission
taking place; and allotment of the Placing Shares to Computershare
Investor Services Limited (the "Custodian"). Numis has discretion
to waive compliance with the conditions (where capable of waiver)
and/or agree an extension in time for their satisfaction.
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by Numis) or become
incapable of fulfilment on or before the date or time specified for
the fulfilment thereof (or such later date and/or time as the
Company and Numis may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement (including
this Appendix).
Lock-up
The Company has undertaken that it will not at any time between
the date of the Placing Agreement and the date falling 60 calendar
days from the date of Admission without the prior written consent
of Numis (such consent not to be unreasonably delayed or withheld),
(i) allot or issue or any other shares or securities in the capital
of the Company or any securities convertible into or exchangeable
for ordinary shares or other shares in the capital of the Company,
provided that the foregoing shall not prevent or restrict the grant
of options under, or the allotment and issue of shares pursuant to
options under, any existing employee share schemes of the Company
or the issue of new shares pursuant to any agreement to which the
Company is subject to at the date of the Placing Agreement.
Right to terminate under the Placing Agreement
At any time before Admission, Numis is entitled to terminate the
Placing Agreement in the following circumstances, amongst others:
(i) if any of the Company's warranties or representations are not
or cease to be true and accurate or have become misleading; or (ii)
if any of the conditions have not been satisfied or waived by Numis
by the date specified therein; or (iii) if the Company's
applications to the FCA and the London Stock Exchange,
respectively, in respect of Admission are withdrawn by the Company
and/or refused by the FCA or the London Stock Exchange (as
appropriate); or (iv) in the opinion of Numis (acting in good
faith) there shall have occurred any Material Adverse Change (as
defined therein); or (v) if there has occurred any material adverse
change in any major financial market in the United States, the
United Kingdom or any member of the European Union or in other
international financial markets which are relevant to the Placing;
or (vi) if trading in the ordinary shares of the Company is
suspended or limited by the London Stock Exchange; or (vii) if a
banking moratorium has been declared; or (viii) if there is a
change or development in Tax materially affecting any Group
Company, Ordinary Shares or the transfer thereof or exchange
controls having been imposed by the United States or the United
Kingdom; or (ix) any statement contained in the Placing Documents
is incorrect or had become or been discovered to be untrue,
inaccurate in any material respect or misleading (in the opinion of
Numis, acting in good faith) as a result of a new matter or change
or that a new matter has arisen or a change has taken place which
would, if the Placing Documents were published at that time,
constitute a material omission from such documents; or (x) the
Company has failed to comply with or perform any of its obligations
under the Placing Agreement which, in the opinion of Numis (acting
in good faith) are material in the context of the Placing and/or
Admission.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Numis of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of Numis,
and that it need not make any reference to Placees and that Numis
shall have no liability to Placees whatsoever in connection with
any such exercise or failure so to exercise.
No prospectus
No offering document or prospectus or admission document has
been or will be published or submitted to be approved by the FCA in
relation to the Placing and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the Company's publicly
available information taken together with the information contained
in this Announcement (including this Appendix) released by the
Company today and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or
prior to the date of this Announcement, and subject to the further
terms set forth in the electronic trade confirmation or 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 (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company, Numis or any other person and neither Numis nor the
Company nor any of their respective affiliates will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax advisor
and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
BMG7300G1096) following Admission will take place within the CREST
system, in the form of depositary interests representing the
Placing Shares, subject to certain exceptions. The Company and
Numis reserve the right to require settlement for and delivery of
the Placing Shares (or a portion thereof) to Placees by such other
means that they deem necessary, including in certificated form, if
in Numis' reasonable opinion delivery or settlement is not possible
or practicable within the CREST system within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in 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 or electronic trade confirmation in accordance with
the standing arrangements in place with Numis (as applicable)
stating the number of Placing Shares to be allocated to it at the
Placing Price, the aggregate amount owed by such Placee to Numis
and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with the standing CREST or certificated settlement
instructions that it has in place with Numis.
The Company will deliver the Placing Shares to a CREST account
operated by Numis as agent for and on behalf of the Company and
will enter its delivery (DEL) instruction into the CREST system.
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.
It is expected that settlement will be on 17 May 2019 on a T+2
basis in accordance with the instructions set out in the electronic
trade confirmation or contract note.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Numis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Numis 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 account and benefit of Numis, an amount equal
to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or other stamp,
securities, transfer, registration, execution, documentary or other
similar impost, duty or tax (together with any interest or
penalties thereon or other similar taxes imposed in any
jurisdiction) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Numis all such authorities and powers
necessary to carry out any such transaction and agrees to ratify
and confirm all actions which Numis lawfully takes 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 or
electronic trade confirmation (as applicable) is copied and
delivered immediately to the relevant person within that
organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax (including any interest and 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 Numis nor the Company shall be
responsible for the payment thereof. Placees (or any nominee or
other agent acting on behalf of a Placee) will not be entitled to
receive any fee or commission in connection with the Placing.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in the Placing, the
Company and Numis may agree that the Placing Shares should be
issued in certificated form. Numis reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as they deem necessary if
deliver or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Representations and warranties
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Numis (in its
capacity as the bookrunner and agent of the Company, in each case
as a fundamental term of its application for Placing Shares)
that:
1. it has read and understood this Announcement (including this
Appendix) in its entirety and that its participation in the
Bookbuild and the Placing and its acquisition 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;
2. no offering document or prospectus or admission document has
been prepared in connection with the Placing and it has not
received a prospectus, admission document or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
3. it has neither received nor relied on any 'inside
information' as defined in the Market Abuse Regulation (EU) No.
596/2014 ("MAR") concerning the Company in accepting this
invitation to participate in the Placing;
4. it has the power and authority to carry on the activities in
which it is engaged, to acquire Placing Shares and to execute and
deliver all documents necessary for such acquisition;
5. neither Numis nor the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them has provided, and none of them will
provide it, with any material regarding the Placing Shares or the
Company other than information included in this Announcement
(including this Appendix), nor has it requested either Numis, the
Company, or any of their respective affiliates or any person acting
on behalf of any of them to provide it with any such
information;
6. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of
the Company prior to the date of this Announcement (the "Publicly
Available Information"); (ii) the Company's ordinary shares are
listed on the Official List and the Company is therefore required
to publish certain business and financial information in accordance
with the rules and practices of the London Stock Exchange and
relevant regulatory authorities (the "Exchange Information"), which
includes a description of the nature of the Company's business,
most recent balance sheet and profit and loss account, and similar
statements for preceding years, and it has reviewed such Exchange
Information as it has deemed necessary or that it is able to obtain
or access the Exchange Information without undue difficulty; and
(iii) it has had access to such financial and other information
(including the business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing and the Placing
Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has
satisfied itself that the information is still current and relied
on that investigation for the purposes of its decision to
participate in the Placing;
7. (i) neither the Company, Numis, nor any of their respective
affiliates has made any representations to it, express or implied,
with respect to the Company, the Placing and the Placing Shares or
the accuracy, completeness or adequacy of the Publicly Available
Information or the Exchange Information, and each of them expressly
disclaims any liability in respect thereof; and (ii) it will not
hold Numis nor any of its respective affiliates responsible for any
misstatements in or omissions from any Publicly Available
Information or any Exchange Information. Nothing in this paragraph
or otherwise in this Announcement (including this Appendix)
excludes the liability of any person for fraudulent
misrepresentation made by that person;
8. the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and that neither
Numis nor any of its respective affiliates, agents, directors,
officers or employees nor any person acting on its behalf has or
shall have any liability for any information, representation or
statement contained in this Announcement (including this Appendix)
or any information previously published by or on behalf of the
Company and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement (including this Appendix)
and any Publicly Available Information including (without
limitation) the Exchange Information, such information being all
that it deems necessary to make an investment decision in respect
of the Placing Shares and that it has neither received nor relied
on any other information given, investigation made or
representations, warranties or statements made by either Numis or
the Company nor any of their respective affiliates, agents,
directors, officers or employees nor any person acting on its or
their behalf and neither Numis nor the Company nor any of their
respective affiliates, agents, directors, officers or employees
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;
9. in making any decision to acquire the Placing Shares, it has
knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks
of taking up the Placing Shares. It further confirms that 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. It further
confirms that it relied on its own examination and due diligence of
the Company and its associates taken as a whole, and the terms of
the Placing, including the merits and risks involved, and not upon
any view expressed or information provided by or on behalf of
Numis;
10. it has the funds available to pay for the Placing Shares it
has agreed to acquire and acknowledges, agrees and undertakes that
it will pay the total price per Placing Share in accordance with
the terms of this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other placees or sold at such prices as Numis determines;
11. it satisfies any and all standards for investors in the
Placing Shares imposed by the jurisdiction of its residence or
otherwise;
12. (i) it and each account it represents is not and at the time
the Placing Shares are acquired will not, other than as set out in
paragraphs 17, 27, 29 and 30 below, be a resident of Australia,
Canada, Japan, Hong Kong, Singapore, South Africa or any other
jurisdiction in which it is unlawful to make or accept an offer to
acquire the Placing Shares, and it and each account it represents
is either (1)(a) outside the United States and will be outside the
United States at the time that any buy order for Placing Shares is
originated by it and (b) acquiring the Placing Shares in an
"offshore transaction" within the meaning of Regulation S and (c)
not acquiring any of the Placing Shares as a result of any form of
"directed selling efforts" within the meaning of Regulation S; or
(2)(a) a QIB who has been provided a US investor letter
substantially in the form provided to it and (b) not acquiring any
of the Placing Shares as a result of any form of "general
solicitation" or "general advertising" within the meaning of Rule
502(c) under the Securities Act; (ii) it is acquiring the Placing
Shares for investment purposes, and is not acquiring the Placing
Shares with a view to the offer, sale, resale, transfer, delivery
or distribution, directly or
indirectly of any such Placing Shares in or into the United
States, Australia, Canada, Japan, Hong Kong, Singapore, South
Africa or any other jurisdiction where doing so would be unlawful;
and (iii) that the Placing Shares have not been and will not be
registered under the securities legislation of the United States,
Australia, Canada, Japan, Hong Kong, Singapore or South Africa and,
subject to certain exceptions, may not be offered, sold, acquired,
renounced, distributed or delivered or transferred, directly or
indirectly, within or into those jurisdictions;
13. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be
registered under the Securities Act or under the applicable
securities laws of any state or other jurisdiction of the United
States; (ii) the Placing Shares are being offered and sold only (a)
to persons reasonably believed to be QIBs in transactions exempt
from, the registration requirements of the Securities Act or (b) in
"offshore transactions" within the meaning of and pursuant to
Regulation S; and (iii) no representation has been made as to the
availability of any exemption under the Securities Act or any
relevant state or other jurisdiction's securities laws for the
reoffer, resale, pledge or transfer of the Placing Shares;
14. if it is a QIB acquiring the Placing Shares in the United
States, it understand that such Placing Shares will be "restricted
securities" within the meaning of Rule 144(a)(3) under the
Securities Act and it agrees that, for so long as such securities
are "restricted securities" (as defined thereunder), it will not
deposit such Placing Shares in any unrestricted depositary facility
established or maintained by a depositary bank;
15. if any Placing Shares are delivered to it in certificated
form, the certificate to be delivered in respect of such Placing
Shares, and all certificates issued in exchange therefor, or in
substitution therefor, will bear a legend substantially in the form
below:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C)
TO A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE
144A") IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A; (D)
PURSUANT TO RULE 144, IF AVAILABLE, OR (E) TO THE COMPANY, AND, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES
REPRESENTED HEREBY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF SECURITIES ESTABLISHED OR
MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF
THESE SECURITIES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE
FOREGOING RESTRICTIONS."
16. it will not distribute, forward, transfer or otherwise
transmit this document or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States;
17. if in Australia, that it is (i) a "sophisticated investor"
within the meaning of section 708(8) of the Australian Corporations
Act 2001 (Cth) (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" as defined in
section 761G(7) of the Corporations Act, and the issue of the
Placing Shares to it does not require a prospectus or other form of
disclosure document under the Corporations Act;
18. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
19. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act of 1986
(depositary receipts and clearance services);
20. it has complied and will continue to comply with its
obligations under the Criminal Justice Act 1993, section 118 of
FSMA, and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000, the Terrorism Act 2006, MAR, and the Money
Laundering, Terrorist Financing and Transfer of Funds (information
on the Payer) Regulations 2017 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 the Money Laundering Sourcebook of the FCA and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
21. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, the 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 a member state of the EEA other than to
Qualified Investors, or in circumstances in which the prior consent
of Numis has been given to the proposed offer or resale;
22. it and any person acting on its behalf falls within Article
19(5) and/or 49(2)(a) to (d) of the Order and undertakes that it
will acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
23. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA except
in circumstances falling within Article 3(2) of the Prospectus
Directive which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of that
Directive;
24. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Numis 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 a financial promotion by an authorised
person;
25. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
26. if in a member state of the EEA, it is a "qualified
investor" within the meaning of the Prospectus Directive;
27. if in Canada, it is an "accredited investor" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted
client" as such term is defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations;
28. if in the UK, that it is a person (i) who has professional
experience in matters relating to investments falling within
Article 19(5) of the Order, (ii) falling within Article 49(2)(A) to
(D) ("High Net Worth Companies, Unincorporated Associations, etc.")
of the Order, or (iii) to whom this Announcement may otherwise be
lawfully communicated, and it undertakes that it will acquire,
hold, manage and (if applicable) dispose of any Placing Shares that
are allocated to it for the purposes of business only;
29. if in Singapore, it is either (i) an institutional investor
under Section 274 of the Securities and Futures Act, Chapter 289 of
Singapore (the "SFA"), or (ii) a relevant person, or any person
pursuant to Section 275(1A), and in accordance with the conditions,
specified in Section 275 of the SFA or (iii) otherwise pursuant to,
and in accordance with the conditions of, any other applicable
provision of the SFA;
30. if in Hong Kong, it is a "professional investor" as defined
in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and
any rules made under that Ordinance;
31. that no action has been or will be taken by either the
Company or Numis or any person acting on behalf of the Company or
Numis that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action
for that purpose is required;
32. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or
Numis 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). Each Placee agrees that the provisions of this
paragraph 32 shall survive the resale of the Placing Shares by or
on behalf of any person for whom it is acting;
33. (i) 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, (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, Numis, any of their affiliates or any person
acting on their behalf being in breach of the legal and/or
regulatory requirements of any territory in connection with the
Placing, (iv) that the acquisition 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, and (v) it
has all necessary capacity and has obtained all necessary consents
and authorities to enable it to commit to this participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement
(including this Appendix)) and will honour such obligations;
34. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the terms
and conditions of this Announcement (including this Appendix) on
the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other persons or sold as Numis
may in its discretion determine and it will remain liable for any
amount by which the net proceeds of such sale falls short of the
product of the Placing Price and the number of Placing Shares
allocated to it and may be required to bear any stamp duty for
stamp duty reserve tax (together with any interest 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;
35. it understands that the Placing Shares are expected to be
issued to it through CREST in the form of depositary interests
representing the Placing Shares;
36. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that Numis 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;
37. neither Numis, nor any of its respective affiliates, agents,
directors, officers or employees, nor any person acting on behalf
of any of it, is making any recommendations to it or advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and participation in the Placing is on
the basis that it is not and will not be a client of Numis and
Numis has no duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of their respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
38. 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 Numis nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax or other
similar taxes resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to participate in the Placing and it agrees to indemnify on an
after-tax basis and hold harmless the Company, Numis and each of
its respective affiliates, agents, directors, officers and
employees in respect of the same. Each Placee and any person acting
on behalf of the Placee agrees to subscribe on the basis that the
dematerialised interests in respect of the Placing Shares issued or
to be issued by Computershare Investor Services Limited
("Depositary Interests") will be allotted to the CREST stock
account of Numis who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
39. it indemnifies and holds harmless the Company, Numis and
their respective affiliates, agents, directors, officers and
employees from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
40. in order to ensure compliance with the Money Laundering,
Terrorist Financing and Transfer of funds (Information on Payer)
Regulations 2017, Numis (for itself and as agent on behalf of the
Company) or the Company's registrar may, in their absolute
discretion, require verification of its identity. Pending the
provision to Numis or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Numis' absolute discretion or
where appropriate, delivery of the Placing Shares to it in
uncertificated from, may be retained at Numis' or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity Numis
(for itself and as agent on behalf of the Company) or the Company's
registrar has not received evidence satisfactory to them, Numis
and/or the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
41. in connection with the Placing, Numis and any of its
affiliates acting as an investor for its own account may acquire
Placing Shares in the Company and in that capacity may acquire,
retain, purchase or sell for its own account such ordinary shares
in the Company and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Numis
does not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
42. its commitment to acquire Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the 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 Numis' conduct of the Placing;
43. neither the Company nor Numis owes any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
44. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including 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 it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by Numis 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;
45. it irrevocably appoints any duly authorised officer of Numis
as its agent for the purpose of executing and delivering to the
Company and/or its registrar any documents on its behalf necessary
to enable it to be registered as the holder of any of the Placing
Shares for which it agrees to acquire or purchase upon the terms of
this Announcement; and
46. the foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and Numis (for its own benefit and,
where relevant, the benefit of their respective affiliates and any
person acting on their behalf) and are irrevocable. The Company,
Numis and their respective affiliates, agents, directors, officers
and employees and others will rely upon the truth and accuracy of
the foregoing acknowledgements, representations, warranties and
agreements and it agrees that if any of the acknowledgements,
representations, warranties and agreements made in connection with
its acquiring of Placing Shares is no longer accurate, it shall
promptly notify the Company and Numis. It irrevocably authorises
Numis 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 out herein.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and 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. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
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. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor Numis will be
responsible and each Placee shall indemnify on an after-tax basis
and hold harmless the Company, Numis and their respective
affiliates, agents, directors, officers and employees for any stamp
duty or stamp duty reserve tax paid by them in respect of any such
arrangements or dealings.
Neither the Company nor Numis is liable to bear any capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable in or
outside the United Kingdom by any Placee or any other person on a
Placee's acquisition of any Placing Shares or the agreement by a
Placee to acquire any Placing Shares. Each Placee agrees to
indemnify on an after-tax basis and hold harmless the Company,
Numis and their respective affiliates, agents, directors, officers
and employees from any and all interest, fines or penalties in
relation to any such duties or taxes to the extent that such
interest, fines or penalties arise from the unreasonable default or
delay of that Placee or its agent.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify Numis accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that Numis and/or any of its affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Numis any money held in an account with Numis on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges 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 Numis' money in accordance with the
client money rules and will be used by Numis in the course of its
own business; and the Placee will rank only as a general creditor
of the Numis.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of Numis 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.
If a Placee is a discretionary fund manager, he may be asked to
disclose, in writing or orally to Numis the jurisdiction in which
the funds are managed or owned.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. Numis shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEDMGMKKDRGLZM
(END) Dow Jones Newswires
May 14, 2019 11:52 ET (15:52 GMT)
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