TIDMSMWH
RNS Number : 9607I
WH Smith PLC
06 April 2020
THIS ANN O UNC E M E N T ( I NC L UD I N G THE A PPE ND IX ) AND
THE I N FO RMA TIO N C O N T A I N E D H E R EI N IS R EST R I C TE
D AND IS NOT FOR R ELE A SE, P UB LI CA TIO N OR D IST R I BU TIO N
, IN W H OLE OR IN P AR T, D I R E C T L Y OR I ND I R E C T L Y, I
N, I N TO OR F R OM T HE UN ITED S T A TES, AU ST RA LI A , CANADA
, JA P AN , SO U T H A F R I CA OR ANY OT H E R JUR IS D I C TIO N
IN W H I CH SUCH R ELE A SE, P UB LI CA TIO N OR D IST R I BU
TIO
N WO U L D BE UN L A WF U L.
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION
6 April 2020
WH SMITH PLC
PROPOSED PLACING OF NEW ORDINARY SHARES AND NEW COMMITTED
FINANCING ARRANGEMENTS
WH Smith PLC ("WH Smith" or the "Group" or the "Company") today
announces it has secured new financing arrangements, which will
strengthen its balance sheet, working capital and liquidity
position during this period of unprecedented uncertainty due to
COVID-19.
As part of the new financing arrangements, the Company is also
today announcing a proposed placing of new ordinary shares in the
Company (the "Placing Shares") to institutional investors (the
"Placing"). In conjunction with the Placing, certain directors and
members of the senior management team of the Company also intend to
subscribe (the "Subscription") for new ordinary shares in the
capital of the Company (the "Subscription Shares") at the Placing
Price (as defined below). The total contributed as part of the
Subscription will be GBP535k and includes contributions from the
Chairman, Chief Executive and CFO. Together, the total number of
Placing Shares and Subscription shares will result in the issue of
up to approximately 13.7% of WH Smith's existing ordinary share
capital.
The Placing will be conducted through an accelerated bookbuild,
which will be launched immediately following release of this
announcement. Barclays Bank PLC ("Barclays"), BNP PARIBAS ("BNP
Paribas"), HSBC Bank plc ("HSBC") and J.P. Morgan Securities plc,
which conducts its UK investment banking activities as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove" or "JPMC") are acting as joint
global coordinators and joint bookrunners and Banco Santander
("Santander") as co-lead manager in connection with the Placing.
The Placing is subject to the terms and conditions set out in
Appendix 1 to this announcement (which forms part of this
Announcement, such announcement and its Appendices together being
this "Announcement"). The Subscription Shares will be subscribed
for on the basis agreed pursuant to subscription letters with the
Company, rather than pursuant to the terms and conditions of the
Placing contained in the Appendix 1 to this Announcement.
Current trading and financing arrangements
WH Smith has separately announced today a trading update that
outlines the significant impact of COVID-19 on the Company's
operations and its future outlook. This reflects the significant
decline in passenger numbers at airports and railway stations in
the UK and internationally and the temporary closure of many of the
Company's High Street stores. As stated in the trading update, the
Company continues to operate around 140 stores located in hospitals
across the UK and 203 High Street stores which host Post Offices,
providing vital community services. The majority of the stores
across High Street and Travel are now temporarily closed and are
expected to remain so whilst the Group transitions through this
period of uncertainty.
The Group has also announced a broad range of mitigating actions
being taken to manage the cost base and cashflow. In addition to
these significant mitigating actions, the Board has decided to
strengthen the balance sheet and liquidity position with additional
financing.
The Group today announces that it has secured a package of new
bank financing arrangements which further strengthen the balance
sheet. This includes a new GBP120m 12 month + 7 month, at the
option of the Group, committed banking facility from BNP Paribas,
HSBC UK Bank plc and Santander UK PLC which is in addition to its
existing facilities. It also includes a waiver on the existing bank
covenants at August 2020 and February 2021, with a new covenant at
February 2021. This package is conditional on the Group raising new
equity.
This Announcement should be read in conjunction with the trading
update.
Reasons for the Placing
Based on the scenario planning undertaken by WH Smith
management, the additional financing arrangements will strengthen
the balance sheet, working capital, and liquidity position allowing
the Company to deal with the most challenging of trading
environments whilst ensuring the Group is well positioned for the
eventual normalisation and growth of the global travel market.
WH Smith acknowledges that it is seeking to issue Placing Shares
and Subscription Shares amounting up to approximately 13.7% of its
existing issued ordinary share capital on a non-pre-emptive basis
which, together with the ordinary shares issued in October 2019 as
part of the Company's acquisition of Marshall Retail Group, would
take the total number of ordinary shares issued on a rolling
12-month basis to approximately 19.9% of its existing issued
ordinary share capital. Therefore, members of the Company's Board
of Directors and senior management have consulted with the
Company's major institutional shareholders ahead of the release of
this Announcement. The Placing structure has been chosen as it
minimises cost, time to completion and use of management time
during an important and unprecedented period for WH Smith.
Details of the Placing
Barclays, BNP Paribas, HSBC and J.P. Morgan Cazenove are acting
as joint global coordinators and joint bookrunners (together, the
"Joint Bookrunners" and each a "Joint Bookrunner") and Santander is
acting as co-lead manager (together with the Joint Bookrunners,
"Banks"). The Banks will commence a bookbuilding process in respect
of the Placing (the "Bookbuild" or the "Bookbuilding Process")
immediately following the release of this Announcement.
The Placing is subject to the terms and conditions set out in
Appendix 1 to this Announcement. Members of the public are not
entitled to participate in the Placing.
The book will open with immediate effect following this
Announcement. The Placing Shares and the Subscription Shares will,
when issued, be credited as fully paid and will rank pari passu in
all respects with the existing issued ordinary shares of WH Smith.
This includes the right to receive all dividends and other
distributions declared or paid in respect of such ordinary shares
after the date of issue of the Placing Shares and the Subscription
Shares.
The number of Placing Shares and the price at which the Placing
Shares are to be placed (the "Placing Price") will be agreed by the
Joint Bookrunners and WH Smith at the close of the Bookbuild. The
timing of the closing of the Bookbuild, pricing and allocations are
at the discretion of the Joint Bookrunners and WH Smith. Details of
the Placing Price and the number of Placing Shares will be
announced as soon as practicable after the close of the
Bookbuilding Process.
Applications will be made for the Placing Shares and
Subscription Shares to be admitted to 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 the
London Stock Exchange plc (the "London Stock Exchange" and
together, "Admission"). It is expected that Admission will take
place at or around 8.00 a.m. (London time) on 9 April 2020 (or such
later date as may be agreed between the Company and the Joint
Bookrunners). The Placing is conditional upon, inter alia,
Admission becoming effective and the placing agreement between the
Company and the Joint Bookrunners (the "Placing Agreement") not
being terminated in accordance with its terms.
Appendix 1 to this Announcement sets out further information
relating to the Bookbuild and the terms and conditions of the
Placing.
Advisers
Greenhill is acting as financial adviser to the Company.
For further information please contact:
WH Smith PLC
Investors: Mark Boyle +44 (0) 7879 897 687
Media: Nicola Hillman +44 (0) 17 9356 3354
Barclays (Joint Global Coordinator and Joint Corporate
Broker)
Chris Madderson
Stuart Jempson
+44 (0) 20 7623 2323
J.P. Morgan Cazenove (Joint Global Coordinator and Joint
Corporate Broker)
Barry Meyers
Luke Butterworth
+44 (0) 20 7742 4000
BNP Paribas (Joint Global Coordinator)
Paul Frankfurt
Lewis Burnett
+44 (0) 20 7595 2000
HSBC (Joint Global Coordinator)
Richard Fagan
Robert Baker
+44 20 7991 8888
Santander (Co-lead manager)
Simon Payne
+34 912572388
IMPORTANT NOTICES
No action has been taken by the Company, Barclays, BNP Paribas,
HBSC, J.P. Morgan Cazenove or Santander or any of their respective
affiliates, agents, directors, officers or employees that would
permit an offer of the securities referred to herein or possession
or distribution of this Announcement or any other offering or
publicity material relating to the securities referred to herein in
any jurisdiction where action for that purpose is required.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Barclays, J.P. Morgan Cazenove, BNP Paribas, HSBC or Santander or
by any of their respective affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed at and my
only be communicated to (a) in the European Economic Area ("EEA"),
persons who are "qualified investors" within the meaning of Article
2(e) of Prospectus Regulation (Regulation (EU) 2017/1129)
("Qualified Investors"); and (b) in the United Kingdom, at
Qualified Persons who are also (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. Persons distributing this Announcement must
satisfy themselves that is lawful to do so. This Announcement is
for information purposes only and shall not constitute an offer to
sell or issue or the solicitation of an offer to buy, subscribe for
or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply
with this restriction may constitute a violation of the securities
laws of such jurisdictions. Persons needing advice should consult
an independent financial adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
Barclays, J.P. Morgan, BNP Paribas, HSBC or Santander or any of
their respective affiliates that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by Company, Barclays, J.P. Morgan, BNP Paribas, HSBC and
Santander to inform themselves about and to observe any such
restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 1933,
as amended (the "Securities Act") or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any state or any
other jurisdiction of the United States.
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 securities referred to herein have been subject to a product
approval process, which has determined that such securities
referred to herein 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 securities referred
to herein may decline and investors could lose all or part of their
investment; the securities referred to herein offer no guaranteed
income and no capital protection; and an investment in the
securities referred to herein is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Barclays, J.P. Morgan Cazenove, BNP Paribas, HSBC and
Santander 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 securities referred
to herein. Each distributor is responsible for undertaking its own
target market assessment in respect of the securities referred to
herein and determining appropriate distribution channels.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (each a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained in the
Appendices to this Announcement and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendices to this Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement
may not
occur. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The
Company, its Directors, Barclays, J.P. Morgan Cazenove, BNP
Paribas, HSBC and Santander each expressly disclaim any obligation
or undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required to do so by applicable law or
regulation, the Listing Rules, MAR, the DTRs, the rules of the
London Stock Exchange or the FCA.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
Greenhill & Co. International LLP ("Greenhill") is
authorised and regulated in the United Kingdom by the FCA.
Barclays, J.P. Morgan Cazenove, and HSBC are each authorised by the
Prudential Regulatory Authority and regulated in the United Kingdom
by the Prudential Regulation Authority and the FCA. BNP Paribas is
lead supervised by the European Central Bank ("ECB") and the
Autorité de Contrôle Prudentiel et de Résolution ("ACPR") (and its
London Branch is authorised by the ECB, the ACPR and the Prudential
Regulation Authority and subject to limited regulation by the FCA
and the Prudential Regulation Authority). Santander a public entity
regulated by the Bank of Spain, the European Central Bank and the
Spanish Stock Market Authority. Santander is authorised by Bank of
Spain and subject to limited regulation by the Financial Conduct
Authority and Prudential Regulation Authority. Each of Greenhill,
Barclays, J.P. Morgan Cazenove, BNP Paribas, HSBC and Santander is
acting exclusively for the Company and no one else in connection
with the Placing, the content of this Announcement and other
matters described in this Announcement. Barclays, J.P. Morgan
Cazenove BNP Paribas, HSBC and Santander will not regard any other
person as their respective clients in relation to the Placing, the
content of this Announcement and other matters described in this
Announcement and will not be responsible to anyone (including any
placees) other than the Company for providing the protections
afforded to their respective clients or for providing advice to any
other person in relation to the Placing, the content of this
Announcement or any other matters referred to in this
Announcement.
In connection with the Placing, each of Barclays, J.P. Morgan
Cazenove, BNP Paribas, HSBC and Santander and any of their
affiliates, acting as investors for their own account, may take up
a portion of the shares in the Placing as a principal position and
in that capacity may retain, purchase, sell, offer to sell for
their own accounts such shares and other securities of the Company
or related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, Barclays, J.P.
Morgan Cazenove, BNP Paribas, HSBC and Santander and any of their
affiliates acting in such capacity. In addition, Barclays, J.P.
Morgan Cazenove, BNP Paribas, HSBC and Santander and any of their
affiliates may enter into financing arrangements (including swaps)
with investors in connection with which the Barclays, J.P. Morgan
Cazenove, BNP Paribas, HSBC and Santander and any of their
respective affiliates may from time to time acquire, hold or
dispose of shares. Barclays, J.P. Morgan Cazenove, BNP Paribas,HSBC
and Santander do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
In addition, in the event that Barclays, J.P. Morgan Cazenove,
BNP Paribas, HSBC and Santander acquire Placing Shares in the
Placing, they may co-ordinate disposals of such shares in
accordance with applicable law and regulation. Except as required
by applicable law or regulation, Barclays, J.P. Morgan Cazenove,
BNP Paribas, HSBC and Santander do not propose to make any public
disclosure in relation to such transactions. Neither the content of
the Company's website (or any other website) nor the content of any
website accessible from hyperlinks on the Company's website (or any
other website) is incorporated into or forms part of this
Announcement. The Placing Shares to be issued or sold pursuant to
the Placing will not be admitted to trading on any stock exchange
other than the London Stock Exchange.
Appendix 1
Terms and Conditions of the Placing for invited Placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION
PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129
(THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN
(A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE SHARES
REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED
KINGDOM, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR
ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States, any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or
solicitation is unlawful. No public offering of securities will be
made in connection with the Placing in the United Kingdom, the
United States, any other Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, the Republic of
South Africa or Japan (each a "Restricted Territory") or in any
jurisdiction in which such publication or distribution is unlawful.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by
Barclays Bank PLC ("Barclays"), J.P. Morgan Securities plc, which
conducts its UK investment banking activities as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove" or "JPMC"), BNP PARIBAS ("BNP
Paribas"), HSBC Bank plc ("HSBC") or Banco Santander, S.A.
("Santander" and together with Barclays, JPMC, BNP Paribas and HSBC
the "Banks") or any of their respective affiliates or agents which
would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation,
nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company and the Banks to inform themselves about, and to observe,
any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
State securities commission or any other regulatory authority in
the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any
Bank or any of its respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any party or its advisers, and any liability therefore
is expressly disclaimed.
The Banks are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to their clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement.
None of the Company, Greenhill or the Banks or their respective
affiliates or agents makes any representation or warranty, express
or implied to any Placees regarding any investment in the
securities referred to in this Announcement under the laws
applicable to such Placees. Each Placee should consult its own
advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein .
In particular each such Placee represents, warrants and
acknowledges that:
a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
b) except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it and
any account with respect to which it exercises sole investment
discretion, is either (i) outside the United States subscribing for
the Placing Shares in an offshore transaction as defined in and in
accordance with Regulation S under the Securities Act or (ii) a
"qualified institutional buyer" as defined in Rule 144A under the
Securities Act ("Rule 144A"); and
c) if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
any Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the
Managers has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at in Appendix
2.
Bookbuild
Following this Announcement, the Banks will commence a
bookbuilding process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Members
of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as joint global-coordinators and joint
bookrunners in connection with the Placing. The Banks have entered
an agreement with the Company (the "Placing Agreement") under
which, subject to the conditions set out therein, the Banks will
agree to use their respective reasonable endeavours to procure
Placees for the Placing Shares at a price determined following
completion of the Bookbuild and as set out in the Placing
Agreement.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Placing Price") and the final number of Placing
Shares will be decided at the close of the Bookbuild following the
execution of the placing terms by the Company and the Banks (the
"Placing Terms"). The timing of the closing of the book, pricing
and allocations are at the discretion of the Company and the Banks.
Details of the Placing Price and the number of Placing Shares will
be announced as soon as practicable after the close of the
Bookbuild.
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid and will rank pari
passu in all respects with the existing Ordinary Shares (other than
treasury shares which are non-voting and do not qualify for
dividends), including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue. The Placing Shares will be issued
free of any encumbrances, liens or other security interests.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. J.P. Morgan
Cazenove will subscribe for ordinary shares and redeemable
preference shares in Project WH Smith (Jersey) Limited, a wholly
owned subsidiary of the Company, for an amount approximately equal
to the net proceeds of the Placing. The Company will allot and
issue the Placing Shares on a non-pre-emptive basis to Placees in
consideration for the transfer of the ordinary shares and
redeemable preference shares in Project WH Smith (Jersey) Limited,
that will be issued to J.P. Morgan Cazenove.
Application for admission to trading
The Company will apply to the Financial Conduct Authority (the
"FCA") for admission of the Placing Shares to the premium listing
segment of the Official List of the FCA (the "Official List") and
to London Stock Exchange plc (the "London Stock Exchange") for
admission to trading of the Placing Shares on its Main Market for
listed securities ("Admission"). It is expected that Admission will
become effective at 8.00 a.m. on 9 April 2020 (or such later date
as may be agreed between the Company and the Banks).
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company.
Participation will only be available to persons who may lawfully
be, and are, invited to participate by any of the Banks. Each of
the Banks and their respective affiliates are entitled to enter
bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Banks by all Placees whose bids are
successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Banks and the
Company following completion of the Bookbuild. The Placing Price
will be announced on a Regulatory Information Service following the
completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of
the Banks. Each bid should state the number of Placing Shares which
the prospective Placee wishes to acquire either at the Placing
Price which is ultimately established by the Company and the Banks
or at prices up to a price limit specified in its bid. Bids may be
scaled down by the Banks on the basis referred to in paragraph 6
below.
4. The timing of the closing of the Bookbuild, pricing and
allocations are at the discretion of the Joint Bookrunners and WH
Smith. The Banks may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed.
5. Each Placee's allocation will be confirmed to Placees orally
by the relevant Bank following the close of the Bookbuild, and a
contract note will be dispatched as soon as possible thereafter.
Subject to paragraph subject to paragraph 7 below, the relevant
Bank's oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of such Bank and the
Company, under which such Placee agrees to acquire the number of
Placing Shares allocated to it and to pay the relevant Placing
Price on the terms and conditions set out in this Appendix and in
accordance with the Company's corporate documents.
6. Subject to paragraphs 2 and 3 above, the Banks will, in
effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares and may
scale down any bids for this purpose on such basis as it may
determine. The Banks may also, notwithstanding paragraphs 2 and 3
above and subject to the prior consent of the Company, (i) allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time and (ii) allocate Placing
Shares after the Bookbuild has closed to any person submitting a
bid after that time. The acceptance of offers shall be at the
absolute discretion of the Banks.
7. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each Placee
of an Investor Representation Letter in the form provided to it by
one of the Banks or its affiliates.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Bank's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bank, to pay it (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares that such Placee has
agreed to acquire. Such Placees' obligations will be owed to the
relevant Bank.
9. Except as required by law or regulation, no press release or
other announcement will be made by any of the Banks or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Bank.
13. To the fullest extent permissible by law, none of the Banks,
the Company or any of their respective affiliates shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Banks, nor the Company, nor any of their respective
affiliates shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of
the Banks' conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Banks, their respective affiliates
and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Banks' obligations under the Placing Agreement are
conditional on certain conditions, including:
a) the Terms of Subscription having been executed by the Company and the Banks;
b) the publication by the Company of the results of the Placing
on a Regulatory Information Service (the "Pricing
Announcement");
c) the Company having complied with its obligations under the
Placing Agreement or under the terms or conditions of the Placing
which fall to be performed on or prior to Admission save where, in
the opinion of the Banks, acting together and in good faith, such
non-compliance is not (singly or in the aggregate) material in the
context of the Placing or Admission;
d) each of the warranties on the part of the Company in the
Placing Agreement being true and accurate and not misleading on the
date of the Placing Agreement, the date of the Pricing Announcement
and the date of the closing of the Placing as though they had been
given and made on such date by reference to the facts and
circumstances then subsisting save where, in the opinion of the
Banks acting together and in good faith, such non-compliance is not
(singly or in the aggregate) material in the context of the Placing
or Admission;
e) the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement;
f) the option agreement and the subscription and transfer
agreement having been duly executed and delivered by the parties
thereto and there having occurred no event of default or breach of
the terms thereof and the Option Agreement and the Subscription and
Transfer Agreement remaining in full force and effect and having
become wholly unconditional (save for any conditions therein
relating to Admission); and
g) Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on 9 April 2020.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Banks by the relevant time or date
specified (or such later time or date as the Company and the Banks
may agree); or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
The Banks may, at their discretion waive compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement
save that the above conditions relating, inter alia, to Admission
taking place, the Company allotting and/or issuing, as applicable,
the Placing Shares and the publication by the Company of the
results of the Placing may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
None of the Banks shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision it may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Banks.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
The Banks are entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if: (i)
there has been a breach by the Company of any of the warranties
or undertakings contained in the Placing Agreement which the Banks
acting in good faith consider to be material in the context of the
Placing or Admission; (ii) in the opinion of the Banks, acting in
good faith, there shall have been a material adverse change; (iii)
the application for Admission is withdrawn or refused by the FCA or
the London Stock Exchange; or (iv) there has occurred a material
adverse change in international financial markets, a suspension or
limitation to trading in any securities of the Company or to
trading generally on the New York Stock Exchange, the NASDAQ
National Market or the London Stock Exchange, a material disruption
in commercial banking or securities settlement or clearance, a
material change in taxation, the imposition of exchange controls,
or the declaration of a banking moratorium in the United States,
the United Kingdom or any member of the European Union..
By participating in the Placing, Placees agree that the exercise
by the Banks of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
the Company or the Banks or for agreement between the Company and
the Banks (as the case may be) and that neither the Company nor the
Banks need make any reference to, or consultation with, Placees and
that neither they nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to
Placees whatsoever in connection with any such exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement and subject to the
further terms set forth in the contract note to be provided to
individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms to the Banks and the
Company that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company (other than publicly available information)
or the Banks or their respective Affiliates or any other person and
none of the Banks or the Company, or any of their respective
Affiliates or any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude or limit the
liability of any person for fraudulent misrepresentation by that
person.
Lock-up
The Company has undertaken to the Banks that, between the date
of the Placing Agreement and 120 calendar days after the Closing
Date, it will not, without the prior written consent of the Banks
(such consent not to be unreasonably withheld or delayed) enter
into certain transactions involving or relating to the Ordinary
Shares, subject to certain carve-outs agreed between the Banks and
the Company.
By participating in the Placing, Placees agree that the exercise
by the Banks of any power to grant consent to waive the undertaking
by the Company of a transaction which would otherwise be subject to
the lock-up under the Placing Agreement shall be within the
absolute discretion of the Banks and that they need not make any
reference to, or consultation with, Placees and that they shall
have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B2PDGW16) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Banks and the Company reserve
the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if
delivery or settlement is not practicable in CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the Banks and settlement instructions. It is expected
that such contract note will be despatched on or around 7 April
2020 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Bank.
The Company will deliver the Placing Shares to a CREST account
operated by J.P. Morgan Cazenove as agent for the Company and J.P.
Morgan Cazenove will enter its delivery (DEL) instruction into the
CREST system. J.P. Morgan Cazenove will hold any Placing Shares
delivered to this account as nominee for the Placees. The input to
CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that Placee
against payment.
It is expected that settlement will be on 9 April 2020 on a T+2
basis in accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject to as provided
below, be so registered free from any liability to UK stamp duty or
UK stamp duty reserve tax. If there are any circumstances in which
any other stamp duty or stamp duty reserve tax (and/or any
interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither the
Banks nor the Company shall be responsible for the payment
thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Banks (in their capacity as joint bookrunners and as
placing agents of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of its application for
Placing Shares, the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation and it has not received
and will not receive a prospectus, admission document or other
offering document in connection with the Bookbuild, the Placing or
the Placing Shares;
3. that certain Ordinary Shares are admitted to trading on the
London Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance
with MAR and the rules and practices of the London Stock Exchange
and/or the FCA (collectively, the "Exchange Information"), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss
account, and similar statements for preceding financial years and
that it has reviewed such Exchange Information and that it is able
to obtain or access such Exchange Information;
4. that none of the Banks, nor the Company nor any of their
respective Affiliates nor any person acting on behalf of any of
them has provided, and none of them will provide, it with any
material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested any of the Banks, the
Company, or any of their respective Affiliates nor any person
acting on behalf of any of them to provide it with any such
material or information;
5. unless otherwise specifically agreed with the Banks, that
they are not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of a Restricted Territory or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire
the Placing Shares, and further acknowledges that the Placing
Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document,
prospectus or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of
the United States or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Banks or any of
their respective Affiliates or any person acting on their behalf
has or shall have any responsibility or liability for any
information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any 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 or investigations,
representations, warranties or statements made by the Banks or the
Company and none of the Banks or the Company will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing
and that none of the Banks or any of their Affiliates have made any
representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing and the Placing Shares or the
accuracy, completeness or adequacy of the Exchange Information, and
each of them expressly disclaims any liability in respect thereof.
Nothing in this paragraph or otherwise in this Announcement
excludes the liability of any person for fraudulent
misrepresentation made by that person;
7. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Banks,
any of its Affiliates or any person acting on the Banks or any of
its Affiliates' behalf and understands that (i) none of the Banks
or any of their respective Affiliates nor any person acting on its
behalf has or shall have any liability for public information or
any representation; (ii) none of the Banks or any of their
respective Affiliates nor any person acting on its behalf has or
shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this document or otherwise; and that
(iii) none of the Banks or any of their respective Affiliates nor
any person acting on their behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of
publication, the date of this Announcement or otherwise;
8. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
9. acknowledges that no action has been or will be taken by the
Company, the Banks or any person acting on behalf of the Company or
the Banks 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;
10. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Banks, the Company or any of their
respective Affiliates acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
11. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
12. that it has complied with its obligations under the Criminal
Justice Act 1993, the EU Market Abuse Regulation and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the Banks have not received such
satisfactory evidence, the Banks may, in their absolute discretion,
terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Banks will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
13. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Banks and the Company for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person);
14. if in a Member State of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is a
"Qualified Investor" within the meaning of Article 2(e) of the
Prospectus Regulation;
15. if in the United Kingdom, that it is a Qualified Investor:
(i) who falls within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who falls
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 lawfully be 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 its business only;
16. that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United
States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
17. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
18. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
19. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation, that the Placing
Shares acquired for by it in the Placing will not be acquired for
on a non-discretionary basis on behalf of, nor will they be
acquired for with a view to their offer or resale to, persons in a
member state of the EEA other than Qualified Investors or persons
in the United Kingdom other than Relevant Persons, or in
circumstances in which the prior consent of the Banks has been
given to the proposed offer or resale;
20. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to Relevant
Persons or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
21. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
22. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
23. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
24. if it has received any inside sensitive information about
the Company in advance of the Placing, it has not: (i) dealt in the
securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by the MAR,
prior to the information being made publicly available;
25. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Banks, any of their Affiliates or any person acting on their
behalf being in breach of the legal and/or regulatory requirements
and/or any anti-money laundering requirements of any territory in
connection with the Placing; and (iv) that the subscription for and
purchase of the Placing Shares by it or any person acting on its
behalf will be in compliance with applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
26. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Banks may in their absolute discretion determine and without
liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest 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;
27. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Banks or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
28. that none of the Banks nor any of their respective
Affiliates nor any person acting on their behalf, is making any
recommendations to it, or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that
it is not and will not be a client of the Banks and that the Banks
do not have any duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of the Banks' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
29. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Banks nor the Company nor any of their
respective Affiliates will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar duties or
taxes (together with any interest or penalties) resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to indemnify each of the
Banks, the Company and any of their respective Affiliates in
respect of the same on an after-tax basis on the basis that the
Placing Shares will be allotted to the CREST stock account of
PRIMPLAC who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
30. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Banks or the Company in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
31. that each of the Banks, the Company and their respective
Affiliates and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each of
the Banks on their own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises each of the Banks and the
Company to produce this Announcement, pursuant to, in connection
with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
32. that it will indemnify on an after-tax basis and hold each
of the Banks, the Company and their respective Affiliates and any
person acting on their behalf harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
33. acknowledges that it irrevocably appoints any director of
the Banks as its agent for the purposes of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
34. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Banks conduct of the
Placing;
35. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Banks, (iv) it has had sufficient
time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment and has so conducted its own investigation to the extent
it deems necessary for the purposes of its investigation, and (v)
it will not look to the Company, the Banks, any of their respective
Affiliates or any person acting on their behalf for all or part of
any such loss or losses it or they may suffer;
36. acknowledges and agrees that none of the Banks or the
Company owe any fiduciary or other duties to it or any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
37. understands and agrees that it may not rely on any
investigation that the Banks or any person acting on its behalf may
or may not have conducted with respect to the Company and its
Affiliates or the Placing and the Banks have not made any
representation or warranty to it, express or implied, with respect
to the merits of the Placing, the subscription for or purchase of
the Placing Shares, or as to the condition, financial or otherwise,
of the Company and its Affiliates, or as to any other matter
relating thereto, and nothing herein shall be construed as any
investment or other recommendation to it to acquire the Placing
Shares. It acknowledges and agrees that no information has been
prepared by, or is the responsibility of, the Banks for the
purposes of this Placing;
38. acknowledges and agrees that it will not hold any of the
Banks or any of their respective Affiliates or any person acting on
their behalf responsible or liable for any misstatements in or
omission from any publicly available information relating to the
Group or information made available (whether in written or oral
form) relating to the Group (the "Information") and that none of
the Banks or any person acting on behalf of the Banks makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
39. that in connection with the Placing, the Banks and any of
their respective Affiliates acting as an investor for its own
account may take up shares in the Company and in that capacity may
retain, purchase or sell for its own account such 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. Accordingly,
references in this Announcement to shares being issued, offered or
placed should be read as including any issue, offering or placement
of such shares in the Company to the Banks and any of their
respective Affiliates acting in such capacity. In addition the
Banks may enter into financing arrangements and swaps with
investors in connection with which the Banks may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. None of the Banks or any of their
respective Affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
40. acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of any Restricted Territory and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States or any other Restricted Territory, or in any country or
jurisdiction where any action for that purpose is required;
41. the Placing Shares offered and sold in the United States are
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act and, so long as the Placing Shares are
"restricted securities", it will not deposit the Placing Shares
into any unrestricted depositary receipt facility maintained by any
depositary bank in respect of the Company's shares. It will not
reoffer, sell, pledge or otherwise transfer the Placing Shares
except: (i) in an offshore transaction in accordance with
Regulation S under the Securities Act; (ii) in the United States to
QIBs pursuant to Rule 144A; (iii) pursuant to Rule 144 under the
Securities Act (if available) or another exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, in each case in compliance with all applicable
securities laws of the United States or any State or other
jurisdiction of the United States or (iv) pursuant to an effective
registration statement under the Securities Act and that, in each
such case, such offer, sale, pledge or transfer will be made in
accordance with any applicable securities laws of any state of the
United States;
42. the Placing Shares are being offered and sold by or on
behalf of the Company in offshore transactions (as defined in
Regulation S under the Securities Act) and to certain qualified
institutional buyers ("QIBs") (as defined in Rule 144A) in reliance
upon Rule 144A or another exemption from, or transaction not
subject to, the registration requirements under the Securities Act.
It and the prospective beneficial owner of the Placing Shares is,
and at the time the Placing Shares are subscribed for will be
either: (i) outside the United States and subscribing for the
Placing Shares in an offshore transaction as defined in, and in
accordance with, Regulation S under the Securities Act or (ii) a
QIB which has (where required by the relevant Joint Bookrunner)
agreed to be bound to the terms of the Investor Representation
Letter in the form provided to it by one of the Joint Bookrunners
or its affiliates. In addition, with respect to (ii) above, it is
subscribing for the Placing Shares for its own account or for one
or more accounts as to each of which it exercises sole investment
discretion and each of which is a QIB, it is subscribing for the
Placing Shares for investment purposes only and not with a view to
any distribution or for resale in connection with the distribution
thereof in whole or in part, in the United States and it has full
power to make the acknowledgements, representations and agreements
herein on behalf of each such account;
43. that it is 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) of Regulation D under the
Securities Act) or any form of directed selling efforts (as defined
in Regulation S).
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (for their own
benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on their behalf) and are
irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Banks or the Company owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. None of the Company or
the Banks will be responsible for any UK stamp duty or UK stamp
duty reserve tax (including any interest and penalties relating
thereto) arising in relation to the Placing Shares in any other
circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Banks nor the Company are liable to bear any stamp duty
or stamp duty reserve tax or any other similar duties or taxes
("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Banks and/or the Company and their respective Affiliates
harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that any of the Banks or any of their
respective Affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the Banks are receiving
a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Banks, any money held in an account with any of
the Banks on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the Banks money
in accordance with the client money rules and will be used by the
Banks in the course of its own business; and the Placee will rank
only as a general creditor of the Banks.
All times and dates in this Announcement may be subject to
amendment by the Banks (in its absolute discretion). The Banks
shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Banks 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.
Each Placee may be asked to disclose in writing or orally to the
Banks:
(a) if he or she is an individual, his or her nationality;
or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission means admission of the Placing
Shares to the premium listing
segment of the Official List
and to trading on the London
Stock Exchange's main market
for listed securities;
Affiliate has the meaning given in Rule
501(b) of Regulation D under
the Securities Act or Rule
405 under the Securities Act,
as applicable and, in the case
of the Company, includes its
subsidiary undertakings;
Announcement means this announcement (including
its Appendices);
Banks means Barclays, J.P. Morgan
Cazenove, BNP Paribas; HBSC;
and Santander;
Barclays means Barclays Bank PLC, acting
through its Investment Bank;
BNP Paribas Means BNP PARIBAS;
Bookbuild means the bookbuilding process
to be commenced by the Banks
to use reasonable endeavours
to procure placees for the
Placing Shares, as described
in this Announcement and subject
to the terms and conditions
set out in this Announcement
and the Placing Agreement;
Closing Date means the day on which the
transactions effected in connection
with the Placing will be settled;
Company means WH Smith plc;
CREST means the relevant system (as
defined in the Uncertificated
Securities Regulations 2001
(SI 2001 No. 3755)) in respect
of which Euroclear is the Operator
(as defined in such Regulations)
in accordance with which securities
may be held and transferred
in uncertificated form;
DTRs means the Disclosure Guidance
and Transparency Rules made
by the FCA pursuant to Part
VI of FSMA;
Euroclear means Euroclear UK & Ireland
Limited, a company incorporated
under the laws of England and
Wales;
FCA or Financial Conduct Authority means the UK Financial Conduct
Authority;
FSMA means the Financial Services
and Markets Act 2000 (as amended);
Greenhill means Greenhill & Co. International
LLP
Group means the Company and its subsidiary
undertakings;
HSBC means HSBC Bank plc;
Investor Representation Letter means the letter in the form
provided by the Banks or its
affiliates;
J.P. Morgan Cazenove means J.P. Morgan Securities
plc, which conducts its UK
investment banking activities
as J.P. Morgan Cazenove;
Listing Rules means the rules and regulations
made by the FCA under FSMA;
LSE or London Stock Exchange means London Stock Exchange
plc;
MAR means the Market Abuse Regulation
(EU) No.596/2014;
Material Adverse Effect means a material adverse effect
or change (whether or not foreseeable
at the date of this agreement)
in, or any development reasonably
likely to involve a prospective
material adverse change in
or affecting, the condition
(financial, operational, management,
legal, regulatory or otherwise)
or in the earnings, management,
results of operations, business
affairs or business prospects
of the Group taken as a whole,
whether or not arising in the
ordinary course of business
and whether or not foreseeable
at the date of this Announcement;
Option Agreement means the option agreement
entered into between the Company,
J.P. Morgan Cazenove and Project
WH Smith (Jersey) Limited,
on or about the date hereof;
Ordinary Share means an ordinary share of
22.09 pence each in the capital
of the Company;
Placee means any person (including
individuals, funds or otherwise)
by whom or on whose behalf
a commitment to acquire Placing
Shares has been given;
Placing has the meaning given in paragraph
1 of this Announcement;
Placing Agreement has the meaning given to it
in Appendix 1 to this Announcement;
Placing Price means the price per Ordinary
Share at which the Placing
Shares are placed;
Placing Shares has the meaning given in paragraph
1 of this Announcement;
Placing Terms has the meaning given to it
in Appendix 1 to this Announcement;
PRA or Prudential Regulation means the UK Prudential Regulation
Authority Authority;
Pricing Announcement means the announcement published
by the Company confirming the
results of the Placing on a
Regulatory Information Service
immediately following the execution
of the Placing Terms;
Prospectus Regulation means the Prospectus Regulation
(EU) 2017/1129;
QIB means qualified institutional
buyer as defined in Rule 144A
of the Securities Act;
Regulation S means Regulation S promulgated
under the Securities Act;
Regulatory Information Service means any of the services set
out in Appendix 3 of the Listing
Rules;
Restricted Territory means the United States, Australia,
Canada, the Republic of South
Africa or Japan;
Santander Means Banco Santander, S.A.
Securities Act means the U.S. Securities Act
of 1933, as amended;
Subscription and Transfer means the subscription and
Agreement transfer agreement entered
into between the Company, J.P.
Morgan Cazenove and Project
WH Smith (Jersey) Limited on
or about the date hereof;
subsidiary has the meaning given to that
term in the Companies Act 2006;
subsidiary undertaking has the meaning given to that
term in the Companies Act 2006;
Terms and Conditions means the terms and conditions
of the Placing set out in Appendix
1 to this Announcement;
uncertificated or in uncertificated means in respect of a share
form or other security, where that
share or other security is
recorded on the relevant register
of the share or security concerned
as being held in uncertificated
form in CREST and title to
which may be transferred by
means of CREST;
United Kingdom or UK means the United Kingdom of
Great Britain and Northern
Ireland; and
United States or US means the United States of
America, its territories and
possessions, any state of the
United States of America, the
District of Columbia and all
other areas subject to its
jurisdiction and any political
sub-division thereof.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK. All
references to "US$", "$" or "dollars" are to the lawful currency of
the United States of America.
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
IOEKKABQPBKDQQK
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April 06, 2020 11:49 ET (15:49 GMT)
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