TIDMEVRA
RNS Number : 9492Z
EverArc Holdings Limited
15 January 2020
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OR THE
SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL
THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SALES WOULD BE PROHIBITED BY APPLICABLE
LAW.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
EverArc Holdings Limited
15 January 2020
Proposed Placing of up to 6.8 million New Ordinary Shares
EverArc Holdings Limited ("EverArc" or the "Company"), a British
Virgin Islands company founded by William N. Thorndike Jr, W.
Nicholas Howley, Tracy Britt Cool, Vivek Raj and Haitham Khouri
(the "Founders") announces today the launch of a proposed placing
(the "Placing") with institutional investors and certain accredited
investors of up to 6.8 million new ordinary shares of no par value
in the capital of EverArc (the "Placing Shares"). The net proceeds
of the Placing will be used by the Company to pursue its objective
of acquiring a target company or business, as detailed in the
prospectus published by the Company on 12 December 2019 (the
"Prospectus"). The number of Placing Shares to be issued by the
Company will not exceed 19.99% of the existing issued share capital
of the Company.
The price per Placing Share will be determined by way of an
accelerated bookbuilding process. The bookbuilding period will
commence immediately after this announcement and may close at any
time on short notice. The results of the Placing, including the
number of Placing Shares to be sold and the price per Placing
Share, will be announced as soon as practicable after the closing
of the bookbuilding process.
Morgan Stanley & Co. International plc ("Morgan Stanley")
and UBS AG London Branch ("UBS") are acting as Joint Bookrunners to
EverArc in connection with the Placing.
To permit the Placing, Morgan Stanley and UBS have waived the
180 day lock-up arrangement in relation to issuances of new equity
imposed upon EverArc at the time of its IPO in December 2019. Upon
successful completion of the Placing, the Company will be subject
to a similar lock-up for a period of 180 days, subject to certain
exceptions, including undertaking any actions in connection with an
acquisition.
Appendix A (which forms part of this announcement) sets out
further information relating to the bookbuilding process and the
terms and conditions of the Placing.
For further information please contact:
Morgan Stanley: +44 (0)20 7425 8000
Angus Millar
Emma Whitehouse
Daniel McCullough
UBS +44 (0) 20 7568 0000
Gareth McCartney
Thomas Raynsford
Alex Bloch
The persons responsible for making this announcement on behalf
of the Company are W. Nicholas Howley and William N. Thorndike,
Jr., the Co-Chairmen of the Company.
Important Notices
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, securities to
any person in any jurisdiction including the United States,
Australia, Canada or Japan. The Placing Shares have not been
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and may not be offered, sold, transferred or
delivered, directly or indirectly, in or into the United States
absent registration under the Securities Act or an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act. There will be no public offer of the
securities in the United States. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in Canada,
Australia or Japan. The offer and sale of the securities referred
to herein has not been and will not be registered under the
Securities Act, under the securities legislation of any state or
territory or jurisdiction of the United States or under the
applicable securities laws of Australia, Canada or Japan.
The Placing Shares are being offered outside the United States
in offshore transactions within the meaning of and in accordance
with the safe harbour from the registration requirements provided
by Regulation S under the Securities Act. The Placing Shares are
being offered within the United States only to certain "accredited
investors" as defined in Rule 501(a) of Regulation D under the
Securities Act or to persons reasonably believed to be qualified
institutional buyers, in reliance on Rule 144A under the Securities
Act or another exemption from, or in a transaction not subject to
the registration requirements of the Securities Act.
This announcement does not constitute or form part of, and
should not be construed as, an offer to sell or issue, or a
solicitation of any offer to buy or subscribe for, any securities,
nor should it or any part of it form the basis of, or be relied on
in connection with, any contract or commitment whatsoever. This
announcement is an advertisement and not a prospectus. Investors
should not subscribe for or purchase any securities referred to in
this announcement except on the basis of all publicly available
information relating to EverArc and its listed securities. The
information contained in this announcement is for background
purposes only. It is not the purpose of this announcement to
provide, and you may not rely on this announcement as providing, a
complete and comprehensive analysis of the Company's financial or
commercial position or prospects.
This announcement and the Placing are and will be only addressed
to, and directed at, persons in member states of the European
Economic Area who are "qualified investors" within the meaning of
Article 2(e) of the Prospectus Regulation (Regulation 2017/1129 as
amended) ("Qualified Investors"). In the United Kingdom, this
announcement and the Placing are directed only at Qualified
Investors who are (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, as
amended (the "Order"), or (ii) high net worth bodies corporate,
unincorporated associations and partnerships and the trustees of
high value trusts, as described in Article 49(2) of the Order, and
other persons to whom it may lawfully be communicated. Under no
circumstances should persons of any other description rely or act
upon the contents of this announcement.
The date of admission of the Placing Shares may be influenced by
things such as market conditions. There is no guarantee that
admission of the Placing Shares will occur and you should not base
your financial decisions on the Company's intentions in relation to
admission of the Placing Shares. Securities to which this
announcement relates may expose an investor to a significant risk
of losing the entire amount invested. Persons considering an
investment in such securities should consult an authorised person
specialising in advising on such securities. This announcement does
not constitute a recommendation concerning the Placing. The value
of shares can decrease as well as increase. Potential investors
should consult a professional advisor as to the suitability of the
Placing for the person concerned. Past performance is not a guide
to future performance.
The Placing and the distribution of this announcement and other
information in connection with the Placing in certain jurisdictions
may be restricted by law and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Morgan Stanley & Co. International plc ("Morgan Stanley") is
authorised by the Prudential Regulation Authority ("PRA") and
regulated by the FCA and the PRA in the United Kingdom. UBS AG
London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland and authorised by the
PRA and subject to regulation by the FCA and limited regulation by
the PRA in the United Kingdom. Morgan Stanley and UBS are acting
exclusively for the Company and no one else in connection with the
Placing and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients or for providing advice in relation to the Placing or any
transaction, arrangements or other matters referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Morgan Stanley or UBS by the Financial Services
and Markets Act 2000 or the regulatory regime established
thereunder, each of Morgan Stanley, UBS and their respective
affiliates accepts no responsibility whatsoever for the contents of
this announcement, including its accuracy, completeness or
verification. Morgan Stanley, UBS and their respective affiliates
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or its contents
otherwise arising in connection herewith.
Information contained in this announcement may include
'forward-looking statements'. All statements other than statements
of historical facts included herein, including, without limitation,
those regarding the intentions, beliefs or current expectations of
the Company, the Directors or the Founders concerning, among other
things, the Company's objective, acquisition strategies or
opportunities, financing, financial condition, capital resources,
prospects and capital appreciation of its securities are
forward-looking statements. By their nature, forward-looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future.
Forward-looking statements are not guarantees of future
performance. The Company's actual performance, financial condition
and the development of its acquisition and financing strategies may
differ materially from the forward-looking statements contained in
this document. In addition, even if the Company's actual
performance, financial condition and the development of its
acquisition and financing strategies are consistent with the
forward-looking statements contained in this announcement, those
results or developments may not be indicative of results or
developments in subsequent periods.
Information to Distributors
Solely for the purposes of the product governance requirements
of Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II") and local implementing measures, and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the Product Governance Requirements) may otherwise have with
respect thereto, the securities the subject of the Placing have
been subject to a product approval process, which has determined
that such securities 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 may
decline and investors could lose all or part of their investment;
the securities offer no guaranteed income and no capital
protection; and an investment in the securities 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 any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the securities.
Each distributor is responsible for undertaking its own target
market assessment in respect of the securities and determining
appropriate distribution channels.
APPIX A
PLACING TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY)
AND THE TERMS AND CONDITIONS SET OUT IN THIS APPIX ARE DIRECTED
ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
(EEA) WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE
PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129, AS
AMED FROM TIME TO TIME) (THE "PROSPECTUS REGULATION") ("QUALIFIED
INVESTORS"); AND (B) PERSONS IN THE UNITED KINGDOM WHO ARE
QUALIFIED INVESTORS AND (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE ORDER); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A)
TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE
BE LAWFULLY COMMUNICATED; OR (C) ARE PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS RELEVANT PERSONS). THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS
AMED (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. THE PLACING SHARES ARE
BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO "QUALIFIED
INSTITUTIONAL BUYERS" (QIBs) AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT AND TO "ACCREDITED INVESTORS" (AIs) AS WITHIN THE
MEANING OF RULE 501(A) OF REGULATION D PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ARE BEING OFFERED AND SOLD
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN
THE UNITED STATES OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING
SHARES.
Persons who are located outside of the United States and who are
invited to and who choose to participate in the Placing and by
making an oral or written offer to subscribe for Placing Shares,
including any individuals, funds or others on whose behalf a
commitment to subscribe for Placing Shares is given (the Non-US
Placees), will be deemed to have read and understood this
Announcement in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained in this
Appendix.
In particular, each such Non-US Placee represents, warrants and
acknowledges that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its
business;
(b) in the case of a Relevant Person in a member state of the
EEA who subscribes for any Placing Shares pursuant to the Placing
it is a Qualified Investor;
(c) it is subscribing for the Placing Shares for its own account
or is subscribing for the Placing Shares for an account with
respect to which it exercises sole investment discretion and has
the authority to make and does make the representations,
warranties, indemnities, acknowledgements and agreements contained
in this Announcement;
(d) it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix;
(e) it is and, at the time the Placing Shares are subscribed
for, will be outside the United States and is acquiring the Placing
Shares in an "offshore transaction" in accordance with Rule 903 of
Regulation S under the Securities Act, and it is acquiring
beneficial interests in the Placing Shares for its own account or,
if acquiring the Placing Shares for the account of one or more
other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein
on behalf of each such account; and
(f) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, that any Placing Shares
subscribed for by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for 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 circumstances in which the prior
consent of the Bookrunners has been given to each such proposed
offer or resale.
Each Placee located in the United States (the US Placees) shall
make specific representations, warranties and acknowledgements
pursuant to a US investor letter (the US Investor Letter) delivered
by a Bookrunner. The Company and the Bookrunners will rely upon the
truth and accuracy of representations, warranties, acknowledgements
and agreements made pursuant to the US Investor Letter.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission or any State securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is unlawful.
The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S under the Securities Act.
Any offering to be made in the United States will be made to a
limited number of QIBs and AIs pursuant to an exemption from
registration under the Securities Act in a transaction not
involving any public offering.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada or Japan. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada,
Japan or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing Agreement and the Placing Shares
UBS AG, London Branch and Morgan Stanley & Co. International
plc (together, the Bookrunners) have entered into a placing
agreement (the Placing Agreement) with the Company under which they
have severally and not jointly or jointly and severally agreed as
agents for the Company to use their respective reasonable
endeavours to procure Placees to take up the Placing Shares, on the
terms and subject to the conditions set out therein. Subject to the
execution of a pricing agreement setting out the final number of
Placing Shares to be issued and the final Placing Price (as defined
below), following completion of the Bookbuilding Process (as
defined below) (the Pricing Agreement), if any such Placee defaults
in paying the Placing Price in respect of any Placing Shares
allotted to it, the Bookrunners have agreed to subscribe for such
shares, and the Company has agreed to allot or issue, as
applicable, such shares to the Bookrunners at the Placing Price, on
and subject to the terms set out in the Placing Agreement.
The new ordinary shares in the Company to be issued in the
Placing (the Placing Shares) will, when issued, be credited as
fully paid and will rank pari passu in all respects with the
existing ordinary shares of no par value in the capital of the
Company (Ordinary Shares), including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares.
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority
(the FCA) for admission of the Placing Shares to the Official List
of the FCA, and to London Stock Exchange plc for admission to
trading of the Placing Shares on its main market for listed
securities.
It is expected that Admission of the Placing Shares will become
effective at or around 8:00am, on 20 January 2020, and that
dealings in the Placing Shares will commence at that time.
The Bookrunners will today commence the bookbuilding process in
respect of the Placing (the Bookbuilding Process) to determine
demand for participation in the Placing by Placees. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Bookrunners and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuilding Process as
they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. The Bookrunners are arranging the Placing severally and not
jointly or jointly and severally as Bookrunners and agents of the
Company. Participation will only be available to persons who may
lawfully be, and are, invited to participate by any of the
Bookrunners. Each of the Bookrunners and their respective
affiliates are entitled to place orders as principal in the
Bookbuilding Process.
2. The Bookbuilding Process, if successful, will establish a
single price payable in respect of the Placing Shares which shall
be not less than USD10.00 per Placing Share (the Placing Price) to
the Bookrunners by all Placees whose orders are accepted (subject
to paragraph 5 below). The Placing Price and the aggregate proceeds
to be raised through the Placing will be agreed between the
Bookrunners and the Company following completion of the
Bookbuilding Process. The Placing Price and the number of Placing
Shares to be issued will be announced on a Regulatory Information
Service following the completion of the Bookbuilding Process.
3. To place an order in the Bookbuilding Process, Placees should
communicate their order to their usual sales contact at one of the
Bookrunners. Each order should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Placing
Price ultimately established by the Company and the Bookrunners or
at prices up to a price limit specified in its order. Orders may be
scaled down by the Bookrunners on the basis referred to in
paragraph 5 below.
4. The Bookbuilding Process is expected to close no later than
5:00 p.m. (London time) on 16 January 2020 but may be closed
earlier or later at the discretion of the Company and the
Bookrunners. The Bookrunners may, in agreement with the Company,
accept orders that are received after the Bookbuilding Process has
closed.
5. The Bookrunners may choose to accept orders, either in whole
or in part, on the basis of allocations determined in agreement
with the Company and may scale back any orders for this purpose on
such basis as they may determine. The Company reserves the right
(upon agreement with the Bookrunners) to reduce or seek to increase
the amount to be raised pursuant to the Placing, at its absolute
discretion. The acceptance of the orders shall be at the relevant
Bookrunner's absolute discretion, subject to agreement with the
Company.
6. Each Placee's allocation will be confirmed to Placees orally
by the relevant Bookrunner following the close of the Bookbuilding
Process, and a trade confirmation will be dispatched as soon as
possible thereafter. The relevant Bookrunner'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 Bookrunner and the Company, under which
such Placee agrees to subscribe for 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.
7. The Company will make a further announcement following the
close of the Bookbuilding Process, detailing the total proceeds
raised and the price at which the Placing Shares have been
placed.
8. Subject to completion of the Bookbuilding Process, the
Bookrunners will, in effecting the Placing, agree with the Company
the identity of the Placees and the basis of allocation of the
Placing Shares.
9. An order in the Bookbuilding Process 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 Bookrunner'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 Bookrunner, 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 for which
such Placee has agreed to subscribe. Each Placee's obligations will
be owed to the relevant Bookrunner.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunners or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. All obligations of the Bookrunners under the Bookbuilding
Process and Placing will be subject to fulfilment or (where
applicable) waiver of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to Terminate Under the
Placing Agreement".
13. By participating in the Bookbuilding Process, 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.
14. To the fullest extent permissible by law, neither the
Bookrunners, the Company nor 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
respect of the Placing or any matter or matters related thereto. In
particular, none of the Bookrunners, 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 Bookrunners' conduct of the Bookbuilding Process,
or of such alternative method of effecting the Placing as the
Bookrunners, 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 Bookrunners' obligations under the Placing Agreement are
conditional on, inter alia:
(a) the Company having complied with all of its obligations
under the Placing Agreement and in connection with the Placing to
the extent the same fall to be performed or satisfied prior to
Admission;
(b) the warranties given by the Company to the Bookrunners in
the Placing Agreement with respect to the Placing being true and
accurate and not misleading in any respect at (inter alia) the date
of the Placing Agreement and the date of Admission, as though, in
each case, they had been given and made on such dates and times by
reference to the facts and circumstances then subsisting;
(c) no matter having arisen prior to Admission which would
require the publication of a prospectus under the Prospectus
Regulation;
(d) in the opinion of the Bookrunners, acting in good faith,
there having been no material adverse change in or affecting the
condition (financial, operating, legal or otherwise) or in the
earnings, management, business affairs, solvency, credit ratings or
prospects, of the Company, whether or not foreseeable at the date
of the Placing Agreement;
(e) the publication by the Company of the results of the Placing
by way of Regulatory Information Service following the execution of
the Pricing Agreement;
(f) the Company allotting and issuing, subject only to
Admission, the Placing Shares in accordance with the terms of the
Placing Agreement; and
(g) Admission occurring by not later than 8:00am on 20 January
2020 (or such later time and/or date as the Company and the
Bookrunners may agree in writing).
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled or (where
applicable) waived by the Bookrunners by the respective time or
date where specified (or such later time or date as the Company and
the Bookrunners 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 Bookrunners may, at their discretion and upon such terms as
they think fit, waive compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement save that the above conditions
relating to Admission taking place, the publication of the placing
results announcement and the Company allotting and/or issuing, as
applicable, the relevant Placing Shares may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Right to Terminate Under the Placing Agreement
The Bookrunners are entitled, at any time before Admission, to
terminate the Placing Agreement with respect to the Placing in
accordance with the terms of the Placing Agreement in certain
circumstances, including, inter alia, on: (i) a breach by the
Company of the representations, warranties and undertakings given
by the Company in the Placing Agreement with respect to the
Placing, (ii) a failure of the Company to comply with any of its
obligations in the Placing Agreement; (iii) a material adverse
change in or affecting the condition (financial, operating, legal
or otherwise) or in the earnings, management, business affairs,
solvency, credit ratings or prospects, of the Company; or (iv) on a
(a) any change in the financial markets in the United States, the
United Kingdom, the British Virgin Islands, any member state of the
EEA or the international financial markets, any outbreak of
hostilities or escalation thereof, any act of terrorism or war or
other calamity or crisis or any change or development involving a
prospective change in national or international political,
financial or economic conditions, exchange rates or exchange
controls, (b) suspension of, or occurrence of limitations to,
trading in any securities of the Company by the FCA or the London
Stock Exchange or any exchange or over the counter market, or of
trading generally on the New York Stock Exchange, the NASDAQ Stock
Market or the London Stock Exchange has been suspended or limited,
or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices have been required, by any of such
exchanges or by such system or by order of the SEC, the National
Association of Securities Dealers, Inc., the Financial Industry
Regulatory Authority or any governmental authority, or a material
disruption has occurred in commercial banking or securities
settlement or clearance services in the United States or in the
United Kingdom or in the British Virgin Islands or in any member
state of the European Economic Area, (c) any actual or prospective
adverse change in United States or United Kingdom or British Virgin
Islands taxation affecting the Placing Shares or in each case the
transfer thereof or exchange controls have been imposed by the
United States, the United Kingdom, the British Virgin Islands or a
member state of the EEA, or (d) declaration of a banking moratorium
by the United States, the United Kingdom or British Virgin Islands,
a member state of the EEA or New York State authorities, in each
case the effect of which is such as to make it, in the sole opinion
of the Bookrunners (acting in good faith), impracticable or
inadvisable to market the Placing Shares or to proceed with
Admission or to enforce contracts for the sale of the Placing
Shares.
By participating in the Placing, Placees agree that the exercise
by any Bookrunner of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of such Bookrunner and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise.
Lock-up
The Company has undertaken to the Bookrunners that, for a period
of 180 days following Admission, it will not, without the prior
written consent of the Bookrunners, undertake any consolidation or
sub-division of its share capital or any capitalisation issue,
directly or indirectly, allot, offer, issue, lend, sell, pledge or
contract to sell or issue, issue or sell options or warrants in
respect of, or otherwise dispose of, directly or indirectly, or
announce an offering or issue of, any Ordinary Shares (or any
interest therein or in respect thereof) or any other securities
exchangeable for or convertible into, or substantially similar to,
Ordinary Shares (including, without limitation, any warrants) or
enter into any transaction with the same economic effect as, or
agree to do, any of the foregoing provided that the foregoing shall
not shall not prevent or restrict, amongst other things, the
issuance of Ordinary Shares in connection with an Acquisition, the
conversion of the Founder Shares or the exercise of Warrants (each
as defined in the Prospectus issued by the Company dated 12
December 2019).
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing or Admission and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. Placees' commitments will be made solely on the basis of
the information contained in this Announcement, including this
Appendix, released by the Company today and any information
publicly announced to a Regulatory Information Service by or on
behalf of the Company prior to the date of this Announcement, and
subject to the further terms set forth in the trade confirmation to
be provided to individual prospective Placees. Each Placee, by
accepting a participation in the Placing, acknowledges that the
prior prospectus published by the Company and dated 12 December
2019 has not been updated for this Offer or any events which may
have occurred since the publication of such prospectus.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company or the
Bookrunners or any other person and none of the Bookrunners or the
Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares in the form of
depositary interests (ISIN: VGG3218K1003) following Admission will
take place within the system administered by Euroclear UK &
Ireland Limited (CREST), subject to certain exceptions. The
Bookrunners and the Company reserve the right to require settlement
for, and delivery of, the Placing Shares (or any part thereof) to
Placees by such other means that they deem necessary if delivery or
settlement is not possible or practicable within the CREST system
by the expected time for settlement and delivery set out in this
Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the closing of the Bookbuilding Process for the
Placing, each Placee allocated Placing Shares in the Placing will
be sent a trade confirmation in accordance with the standing
arrangements in place with the relevant Bookrunner stating the
number of Placing Shares allocated to it at the Placing Price, and
the aggregate amount owed by such Placee to the Bookrunner and
settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with the standing CREST instructions in respect of
the Placing Shares in the form of depositary interests that it has
in place with the relevant Bookrunner.
The Company will deliver the Placing Shares in the form of
depositary interests to a CREST account operated by Morgan Stanley
& Co. International plc (Morgan Stanley) as the Company's agent
and Morgan Stanley will enter its delivery (DEL) instruction into
the CREST system. The input to CREST by a Placee of a matching or
acceptance instruction with the relevant Bookrunner will then allow
delivery of the relevant Placing Shares in the form of depositary
interests to that Placee against payment.
It is expected that settlement will be on 20 January 2020 on a
T+2 delivery basis in accordance with the instructions set out in
the trade confirmation.
In the event of any difficulties or delays in the admission of
the Placing Shares in the form of depositary interests to CREST or
the use of CREST in relation to the Placing, the Company and the
Bookrunners may agree that the Placing Shares should be issued in
certificated form.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunners 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 Bookrunners' account and benefit,
an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) or other similar taxes imposed in
any jurisdiction which may arise upon the sale of such Placing
Shares on such Placee's behalf. By communicating an order for
Placing Shares, each Placee confers on the relevant Bookrunner all
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which the relevant
Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered immediately on
acquisition in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or
that of a nominee for such person, such Placing Shares should,
subject as provided below and in particular provided there is no
agreement for the sale of the Placing Shares between any such agent
and the Placee, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax.
If there are any circumstances in which any stamp duty or stamp
duty reserve tax (including any interest and penalties relating
thereto) is payable in respect of the allocation, allotment, issue
or delivery of the Placing Shares (or for the avoidance of doubt if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), none of the Bookrunners nor the Company shall be
responsible for the payment thereof.
Placees shall not be entitled to receive any fee or commission
in connection with the Placing.
Representations and Warranties - Non-US Placees
By participating in the Placing each Non-US Placee (and any
person acting on such non-US Placee's behalf) irrevocably:
1. represents and warrants that it has read this Announcement,
including the Appendix, in its entirety and that its subscription
for the Placing Shares is subject to and based upon all the terms,
conditions, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes
not to redistribute or duplicate this Announcement;
2. acknowledges that no offering document or prospectus has been
prepared in connection with the placing of the Placing Shares and
that it has not received a prospectus or other offering document in
connection therewith;
3. acknowledges that none of the Bookrunners, the Company, any
of their respective affiliates or any person acting on behalf of
any of them has provided, nor will provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of the Bookrunners, the
Company, any of their affiliates or any person acting on behalf of
any of them to provide it with any such information;
4. acknowledges that the Ordinary Shares are (and the Placing
Shares will be) listed on the standard listing segment of the
Official List and are admitted to trading on the main market of the
London Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance
with the rules and practices of the London Stock Exchange and FCA
and it is able to obtain or access such information, or comparable
information concerning any other publicly traded company, in each
case without undue difficulty;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that none of the
Bookrunners, their respective affiliates or any person acting on
behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise. Each Placee, by accepting a participation in the
Placing, acknowledges that the prior prospectus published by the
Company and dated 12 December 2019 has not been updated for this
Offer or any events which may have occurred since the publication
of such prospectus. Further, that the only information on which it
is entitled to rely and on which such Placee has relied in
committing itself to subscribe for Placing Shares is contained in
this Announcement and any information previously published by the
Company by notification to a Regulatory Information Service, such
information being all that such Placee 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
representations, warranties or statements made by any of the
Bookrunners or the Company nor any of their respective affiliates
and none of the Bookrunners 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, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6. acknowledges that it has relied on its own investigation of
the business, financial or other position of the Company and its
group in deciding to participate in the Placing;
7. acknowledges that (i) it has not been, and will not be,
furnished with any information concerning the Placing Shares or the
Company by any of the Joint Bookrunners, any of their respective
affiliates or any person acting on behalf of any of the foregoing
in connection with its purchase of the Placing Shares; (ii) none of
the Placing Banks, the registrars nor any person acting on their
behalf nor any of their respective affiliates is responsible for or
shall have any liability for any information, representation or
statement contained in any publicly available or filed information
or any information, representation, warranty or statement relating
to the Company or its group contained therein or otherwise, (iii)
it has conducted its own investigation with respect to the Placing
Shares and the Company, (iv) it has obtained all information that
it believes is necessary or appropriate in connection with its
purchase of the Placing Shares, and (v) none of the Bookrunners,
the registrars nor any person acting on their behalf nor any of
their respective affiliates will be responsible or liable for their
decision to participate in the Placing based on any information,
representation or statement contained in this announcement or
otherwise.
8. acknowledges that none of the Bookrunners, their respective
affiliates or any person acting on behalf of any of them has or
shall have any liability for any publicly available or filed
information or any information, representation, warranty or
statement relating to the Company or its group contained therein or
otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
9. unless otherwise specifically agreed with the Bookrunners,
represents and warrants that it is not, and at the time the Placing
Shares are subscribed for will not be, a resident of Australia,
Canada or Japan, and each of it and any beneficial owner of the
Placing Shares is not a resident of Australia, Canada or Japan,
and, at the time the Placing Shares are subscribed for, (i) has
such knowledge and experience in financial and business matters to
be capable of evaluating the merits and risks of an investment in
the Placing Shares, (ii) will not look to the Bookrunners for all
or part of any such loss it may suffer, (iii) is able to bear the
economic risk of an investment in the Placing Shares, (iv) is able
to sustain a complete loss of an investment in the Placing Shares
and (v) has no need for liquidity with respect to its investment in
the Placing Shares;
10. acknowledges that the Placing Shares have not been and will
not be registered nor will a prospectus be cleared in respect of
any of the Placing Shares under the securities laws or legislation
of the United States, Australia, Canada or Japan and, subject to
certain exceptions, may not be offered, sold, or delivered or
transferred, directly or indirectly, within those jurisdictions or
any other jurisdictions in which the same would be unlawful,
restricted or unauthorised;
11. represents and warrants that it is subscribing for the
Placing Shares for investment purposes, and not with a view to, or
for resale in connection with, any distribution of the Placing
Shares within the meaning of United States securities laws;
12. represents and warrants that each of it and/or the
beneficial owner of the Placing Shares is, and at the time the
Placing Shares are subscribed for will be, located outside of the
United States and is subscribing for or acquiring the Placing
Shares in an "offshore transaction" as defined in Rule 902, and in
accordance with Rule 903, of Regulation S;
13. represents and warrants that the Placing Shares may not be
reoffered, resold, pledged or otherwise transferred, directly or
indirectly, by it except (i) outside the United States in an
offshore transaction in accordance with Rule 903 or Rule 904 of
Regulation S; (ii) in the United States to QIBs pursuant to Rule
144A or to AIs pursuant to Section 4(a)(1); or (iii) pursuant to
Rule 144 under the Securities Act 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 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;
14. represents and warrants that it is not acquiring any of the
Placing Shares as a result of any form of directed selling efforts
(as defined in Regulation S);
15. represents and warrants that the issue 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);
16. represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, the Terrorism Act 2006 and the Money Laundering Regulations
2007 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;
17. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, represents and warrants
that the Placing Shares purchased by it in the Placing will not be
subscribed for on a non-discretionary basis on behalf of, nor will
they be subscribed for with a view to their offer or resale to,
persons in a Member State of the European Economic Area other than
Qualified Investors, or in circumstances in which the prior consent
of the Bookrunners has been given to the offer or resale;
18. represents and warrants 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 persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of Article 2(d) of the Prospectus Regulation;
19. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Regulation;
20. represents and warrants 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 FSMA) relating to the
Placing Shares in circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised
person;
21. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
22. represents and warrants that it and any person acting on its
behalf is entitled to subscribe for the Placing Shares under the
laws of all relevant jurisdictions and that it 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
comply with 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 Appendix) and will honour such
obligations;
23. undertakes that it (and any person acting on its behalf)
will make payment in respect of the Placing Shares allocated to it
in accordance with this Appendix on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as the Bookrunners may in their sole
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the relevant Placing Price and the
number of Placing Shares allocated to it and may be required to
bear any stamp duty, stamp duty reserve tax or other similar taxes
(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;
24. acknowledges that none of the Bookrunners, nor any of their
respective affiliates, nor any person acting on behalf of any of
them, is making any recommendations to it, advising it regarding
the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of any Bookrunner and
that the Bookrunners have no duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of their respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
25. undertakes that the person whom it specifies for
registration as holder of the Placing Shares in the form of
depositary interests will be (i) itself or (ii) its nominee, as the
case may be. None of the Bookrunners or the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes resulting from a failure to observe this
requirement (Indemnified Taxes). Each Placee and any person acting
on behalf of such Placee agrees to participate in the Placing and
it agrees to indemnify the Company and the Bookrunners and their
affiliates and their respective directors, officers and employees
on an after-tax basis in respect of any Indemnified Taxes;
26. acknowledges that any agreements entered into by it pursuant
to these terms and conditions, and all non-contractual or other
obligations arising out of or in connection with them, shall be
governed by and construed in accordance with the laws of England
and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out
of any such contract (including any dispute regarding the
existence, validity or termination of such contract or relating to
any non-contractual or other obligation arising out of or in
connection with 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
either the Company or the Bookrunners 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;
27. agrees that the Company, the Bookrunners and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the
Bookrunners on their own behalf and on behalf of the Company and
are irrevocable;
28. represents and warrants that it has neither received nor
relied on any inside information concerning the Company in
accepting this invitation to participate in the Placing;
29. represents and warrants if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with applicable laws and regulations; and
30. a undertakes to irrevocably appoint the Company 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; and
31. repeats the warranties and representations set out above in
paragraphs 1 to 30 as if references therein to Placing Shares are
to depositary interests representing Placing Shares.
Representations and Warranties - US Placees
By participating in the Placing each US Placee (and any person
acting on such US Placee's behalf) irrevocably makes the
representations, warranties and acknowledgements contained in the
US Investor Letter.
Further Terms
Each Placee agrees to indemnify on an after tax basis and hold
the Company, the Bookrunners and their respective affiliates,
directors, officers and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing.
The agreement to settle a Placee's acquisition of Placing Shares
(and/or the acquisition by a person for whom such Placee is
contracting as agent) free of UK stamp duty and stamp duty reserve
tax depends on the settlement relating only to an acquisition by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement also assumes that the Placing Shares
are not being subscribed for in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor the
Bookrunners will be responsible and the Placees shall indemnify the
Company and the Bookrunners on an after-tax basis for any stamp
duty or stamp duty reserve tax or similar taxes paid by them in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify the Bookrunners
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the acquisition by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Bookrunners do not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that any Bookrunner or any of its
affiliates may, at its absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with a Bookrunner in respect of the Placing, any money held
in an account with such Bookrunner 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 such Bookrunner's money in accordance with the client money
rules and will be used by such Bookrunner in the course of its own
business and the Placee will rank only as a general creditor of
such Bookrunner.
All times and dates in this Announcement may be subject to
amendment. The Bookrunners shall notify the Placees and any person
acting on behalf of the Placees of any changes.
The rights and remedies of the Bookrunners 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.
The information contained herein is not for publication or
distribution, directly or indirectly, in or into the United States
of America (including its territories and possessions, any state of
the United States and the District of Columbia). These materials do
not contain or constitute an offer for sale or the solicitation of
an offer to purchase securities in the United States. The
securities referred to herein have not been and will not be
registered under the Securities Act and may not be offered or sold
in the United States absent registration under the Securities Act
or an available exemption from, or transaction not subject to, the
registration requirements of the Securities Act.
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
IOEBAMRTMTJBBAM
(END) Dow Jones Newswires
January 15, 2020 12:38 ET (17:38 GMT)
Everarc (LSE:EVRA)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Everarc (LSE:EVRA)
Gráfica de Acción Histórica
De May 2023 a May 2024
