TIDMYEW
RNS Number : 6611V
Yew Grove REIT PLC
16 April 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, OR THE REPUBLIC OF
SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER
THAN IRELAND, BELGIUM, THE NETHERLANDS OR LUXEMBOURG (TOGETHER
"ELIGIBLE MEMBER STATES"), AND THEN, ONLY TO PERSONS IN ELIGIBLE
MEMBER STATES WHO ARE NOT RETAIL INVESTORS) OR ANY OTHER
JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
This announcement is released by Yew Grove REIT plc and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 ("EU MAR") and for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MAR"), and is disclosed in accordance
with the company's obligations under Article 17 of EU MAR and
Article 17 of UK MAR.
Yew Grove REIT plc
(the "Company" or "Yew Grove")
Proposed placing of New Shares
Introduction
Yew Grove REIT plc (LSE:YEW, Euronext: YEW), which owns a
diversified portfolio of Irish commercial property assets, today
announces a proposed placing (the "Placing") and director's
subscription (the "Subscription") to raise a minimum of EUR10
million of gross proceeds via an issue of new ordinary shares of
nominal value EUR0.01 in the Company, each at a price of EUR0.95
("Placing Price").
Pursuant to the Subscription, certain directors of the Company,
including Jonathan Laredo, Chief Executive Officer and Charles
Peach, Chief Financial Officer, intend to subscribe for 157,368 new
ordinary shares of nominal value EUR0.01 in the Company (the
"Subscription Shares") at the Placing Price, and in aggregate to
contribute approximately EUR150,000.
The shares issued via the Placing (the "Placing Shares") and the
Subscription Shares (together, "New Shares") will represent the
first Tranche of the Company's 100 million Share Issuance Programme
that was approved by shareholders on 29 May 2020.
In relation to the Placing, Goodbody Stockbrokers UC
("Goodbody") is acting as Joint Broker, Joint Bookrunner and
Euronext Growth Adviser to the Company, Liberum Capital Limited
("Liberum") is acting as Joint Broker, Joint Bookrunner and
Nominated Adviser ("Nomad") to the Company, and Guy Butler Limited
("Guy Butler") is acting as Placing Agent to the Company.
Highlights
* Placing and Subscription to raise a minimum of EUR10
million gross proceeds via an issue of approximately
10.5 million New Shares at the Placing Price of
EUR0.95, representing the first Tranche of the
Company's Share Issuance Programme.
* The Share Issuance Programme is intended to fund the
acquisition of assets that fit the Company's
investment policy.
* The Company has a near term identified acquisition
pipeline of approximately EUR72 million (including
costs). The seven pipeline properties have net
investment yields ("NIY") of between 6.83% - 8.25%,
and short-term reversionary yields of between 7.51% -
9.20%.
* Six out of seven pipeline assets (approximately EUR51
million) have been approved by the Investment
Committee and the Investment Manager and the Company
is in active engagement with potential vendors.
* The increase in capital, together with acquisitions
of good quality income-generating assets, should
enable the Company to benefit from operating leverage,
improve shareholder liquidity and drive returns.
* Members of the Board intend to invest in aggregate
approximately EUR150,000 in the Subscription.
* The Board continues to believe that consolidation
within the Company's target market offers the
opportunity to build a EUR300-500 million portfolio
of high-yielding, high-quality assets over the medium
term.
Jonathan Laredo, Chief Executive Officer, commented:
"Following the slow down in commercial property activity
triggered by the Covid-19 pandemic we are pleased to raise capital
to take advantage of some of the more immediate investment
opportunities we see in our target market. Our first mover
advantage in consolidating the market will allow our shareholders
to benefit from the strength of the FDI tenancies and the tenant
led market dynamics outside of Dublin's CBD. We have identified a
strong pipeline of future potential acquisition opportunities and
look forward to the continued support of shareholders to help Yew
Grove to achieve its goals and deliver value to all of our
shareholders."
EU MAR and UK MAR Information
This Announcement contains inside information for the purposes
of EU MAR and UK MAR. Market soundings, as defined in EU MAR and UK
MAR, were taken in respect of the Placing, with the result that
certain persons became aware of inside information relating to the
Company and its securities, as permitted by EU MAR and UK MAR. That
inside information is set out in this Announcement. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of inside information relating to the
Company and its securities.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Charles Peach.
Enquiries:
Yew Grove REIT plc +353 1 485 3950
Jonathan Laredo, Chief Executive Officer
Charles Peach, Chief Financial Officer
Michael Gibbons, Chief Investment Officer
Goodbody Stockbrokers UC +353 1 667 0400
Joint Broker, Joint Bookrunner & Euronext
Growth Adviser
David Kearney, John Flynn, Edel O'Reilly,
Linda Clarke
Liberum Capital Limited +44 20 3100 2000
Joint Broker, Joint Bookrunner & Nomad
Richard Crawley, Jamie Richards, Ed Phillips,
Chris Whitaker
IFC Advisory +44 203 934 6630
Financial PR yewgrovereit@investor-focus.co.uk
Tim Metcalfe, Graham Herring
This Announcement, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States, Canada, Australia, New Zealand, Japan, the Republic
of South Africa or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.
This Announcement does not constitute or form part of any offer
to sell, or any solicitation of an offer to buy, securities in the
United States. Securities may not be offered or sold in the United
States absent (i) registration under the Securities Act or (ii) an
available exemption from registration under the Securities Act. The
Placing Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States to or for the account or benefit of any US Person (within
the meaning of Regulation S under the US Securities Act of 1933)
absent registration, except pursuant to an exemption from or in a
transaction not subject to the registration requirements of the
Securities Act. No public offering of the Placing Shares is being
made in the United States.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation, the
United States, Canada, Australia, New Zealand, Japan, the Republic
of South Africa or any other jurisdiction in which such offer or
solicitation is or may be unlawful (a "Prohibited Jurisdiction").
This Announcement and the information contained herein are not for
publication or distribution, directly or indirectly, to persons in
a Prohibited Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction. No action has been taken by the Company, the Joint
Bookrunners, the Nomad, the Euronext Growth Adviser or the Placing
Agent 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 publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any such restrictions.
This Announcement is directed only at persons selected by the
Joint Bookrunners who are: (a) persons in an Eligible Member State
who are "professional investors" for the purposes of the
Alternative Investment Fund Managers Directive; and (b) persons in
the United Kingdom who (i) are "professional investors" (as that
term is used in the laws, rules and regulations implementing the
Alternative Investment Fund Managers Directive in the United
Kingdom domestic law) and to whom it is permissible to market
pursuant to the FCA's temporary marketing permissions regime (ii)
have professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 as amended (the "FPO") or fall within the
definition of "high net worth companies, unincorporated
associations etc" in Article 49(2)(a) to (d) of the FPO and (iii)
are "qualified investors" as defined in Article 2(e) of the
Prospectus Regulation as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("EUWA"); or (c) otherwise
persons to whom it may otherwise lawfully be communicated, (all
such persons together being referred to as "Relevant Persons").
This Announcement and any offer if made subsequently is subject
to AIFMD as implemented by Member States of the European Economic
Area and the laws, rules and regulations implementing AIFMD in the
United Kingdom to include pursuant to the EUWA and FCA's temporary
permissions regime. This Announcement and any offer if made
subsequently is directed only at professional investors in the
Eligible Member States (and to those in the United Kingdom as
outlined above). The Investment Manager has not registered a
passport for marketing under the passporting programme set out in
the AIFMD in any other member state (each an "Ineligible Member
State"). This Announcement may not be distributed in any Ineligible
Member State and no offers subsequent to it may be made or accepted
in any Ineligible Member State.
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 action.
Goodbody Stockbrokers UC, which is authorised and regulated in
Ireland by the CBI, is acting as Joint Bookrunner for the Company
and no-one else in connection with the Placing and is not, and will
not be, responsible to anyone other than the Company for providing
the protections afforded to its clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
Liberum Capital Limited which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority is acting as
Joint Bookrunner for the Company and no-one else in connection with
the Placing and is not, and will not be, responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
Acquisition Pipeline
The Company has identified seven near term potential
acquisitions, with a total cost of approximately EUR72 million in
aggregate (including costs), representing a NIY of between 6.83% -
8.25%, and with a short-term reversionary yield of between 7.51% -
9.20% (together the "Potential Acquisitions").
The Potential Acquisitions are a mix of office and industrial
properties across the Company's geographical target market. The
Potential Acquisitions together have a weighted average lease term
to first break of circa 5.1 years with a weighted average lease to
maturity of c. 9.5 years. Six out of the seven assets
(approximately EUR51 million) have been approved by the Investment
Committee and the Investment Manager and the Company is in active
engagement with potential vendors.
The Board continues to believe that consolidation within its
target market offers the opportunity to build a EUR300-500 million
portfolio of high-yielding, high-quality assets over a medium-term
period.
Background to the Share Issuance Programme and Portfolio
Overview
The Irish commercial property market continues to provide
opportunities for the Company to deploy capital. The Company is
focused on buying well-tenanted commercial real estate, which the
Company considers to primarily comprise commercial real estate
assets in Ireland, with a particular focus on office and industrial
assets let to Irish government entities and other State Bodies, IDA
Ireland-supported and other FDI companies, and larger corporates.
The Company's geographical target market is focused principally on
property located (a) in Dublin city (other than the traditional
Dublin CBD of Dublin 2 and 4); (b) within the Dublin Catchment Area
(an area of 30 minutes' drive from the M50); (c) in major regional
cities and towns (especially those identified as hubs for
industrial development under Project Ireland 2040); and (d) in IDA
Ireland Business and Technology Parks.
The Company currently owns 22* properties across Ireland with a
portfolio mix by contracted rent roll of approximately 77% office,
18% industrial and 5% from mixed use and retail. The details of the
owned properties as at 1 March 2021 are set out below:
Property Type Location Value Contracted Gross Reversionary Gross WAULT WAULT Portfolio
(EUR'000) Rent Roll Yield Rent Reversionary to to Vacancy
(EUR'000) at Roll Yield lease lease
Fair (EUR'000) break end
Value (years) (years)
1 One Gateway Office Dublin 19,180 1,306 6.8% 1,495 7.8% 1.5 2.5 0.4%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
North
2 Letterkenny Office West 15,640 1,437 9.2% 1,458 9.3% 7.1 7.1 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Three
3 Gateway Office Dublin 15,350 913 6.0% 1,178 7.7% 5.8 5.8 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
IDA Athlone
4 Unit B & B2 Industrial Midlands 11,625 1,013 8.7% 1,013 8.7% 2.3 12.7 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
5 Teleflex Office Midlands 11,550 948 8.2% 851 7.4% 7.6 10.6 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Ashtown
Gate Blocks
6 B&C Office Dublin 10,010 800 8.0% 770 7.7% 4.9 6.5 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Birch House Dublin
7 MP Office Catchment 8,300 697 8.4% 697 8.4% 9.3 14.4 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Unit 2600,
Cork
8 Airport Office Cork 7,250 350 4.8% 689 9.5% 4.8 14.8 49.2%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Chestnut Dublin
9 House MP Office Catchment 6,200 507 8.2% 574 9.3% 2.7 2.7 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Airways
10 Units 7&8 Industrial Dublin 5,860 320 5.5% 550 9.4% 4.6 9.6 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
IDA
Waterford South
11 Block A Office East 4,150 353 8.5% 424 10.2% 2.5 13.9 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
IDA Athlone
12 Block A Industrial Midlands 3,640 270 7.4% 313 8.6% 4.7 7.8 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Hazel House Dublin
13 MP Office Catchment 3,460 341 9.8% 341 9.8% 2.6 4.2 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Willow Dublin
14 House MP Office Catchment 3,300 222 6.7% 315 9.5% 3.9 5.0 16.6%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Ash House Dublin
15 MP Office Catchment 3,310 326 9.8% 331 10.0% 5.3 5.3 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
IDA Athlone
16 Block C Industrial Midlands 3,215 280 8.7% 253 7.9% 3.6 8.6 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Blackwater
17 House Office Cork 2,860 236 8.3% 343 12.0% 4.0 4.0 29.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Beech House Dublin
18 MP Office Catchment 2,170 229 10.6% 225 10.4% 1.5 6.6 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Unit L2 Dublin
19 Toughers Industrial Catchment 1,930 170 8.8% 211 10.9% 2.0 2.0 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Old Mill South
20 Lane Mixed Use West 1,690 247 14.6% 162 9.6% 5.5 7.9 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Bridge
21 Centre Retail Midlands 1,575 209 13.3% 161 10.2% 7.6 8.2 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
22 Canal House Mixed Use Midlands 920 107 11.6% 55 6.0% 5.9 5.9 0.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
Total 143,185 11,281 7.9% 12,408 8.7% 4.8 7.7 4.0%
------------ ----------- ---------- ---------- ----------- ------ ------------- ------------- -------- -------- ----------
* Letterkenny is treated as a single asset in the table above
but has three leases over three co-located buildings.
Current trading
Despite the difficulties and uncertainties created by COVID-19,
both rental collections and the value of the underlying portfolio
have held up well. Q1 2021 rental collection was robust with the
full quarterly collections exceeding 99.5%. Q2 2021 rent is being
collected in line with Q1 2021. The value of the portfolio has
increased over the 14 months to 1 March 2021 by EUR27.4 million to
EUR143.2 million. The Company has completed acquisitions totalling
EUR25.3 million and disposals totalling EUR2.4 million during the
14 month period ended 1 March 2021.
As at 31 March 2021, the Group's net debt stood at EUR31.4
million. The Group has undrawn loan facilities of EUR15.0 million
and cash on deposit of EUR7.2 million, providing significant
liquidity headroom totalling EUR22.2 million.
Market
The Company operates in a segment of the market that provides
good investment yields, rising rents and good quality tenants. The
focus on commercial property outside the Dublin CBD continues to
provide significant opportunities and attractive returns for
investors.
Non-core office yields are still below previous cyclical highs,
with similar trends evident in industrial properties, providing
headroom for potential future growth. Rental levels in commercial
real estate outside of the Dublin CBD remain attractive, with
provincial commercial rents generally remaining below previous
cyclical highs and in many cases considerably below the level which
would justify new construction.
The Company continues to target these opportunities, in a market
with limited competition and restricted access to permanent
capital.
Benefits of the Placing
The Directors believe that the Placing and the Potential
Acquisitions have the following principal benefits for shareholders
following deployment of the net proceeds of the Placing:
-- the Potential Acquisitions are expected to be income accretive
;
-- the expanded portfolio's increased revenues, offset by
a modest increase in running costs, will combine to further
support future dividend capacity;
-- the Potential Acquisitions are expected to reduce total
expense ratio as fixed costs are spread over a larger
capital base; and
--
-- the Potential Acquisitions are expected to diversify the
Company's tenant base and geographical spread of properties.
The Placing and Subscription
The Company plans to raise a minimum of EUR10 million of gross
proceeds via an issue of approximately 10.5 million New Shares as
part of the Placing and the Subscription which will represent the
first Tranche of its current Share Issuance Programme. The Placing
is being launched today. The Placing Price is EUR0.95 per Placing
Share.
The Placing Price represents a discount of 4.0 per cent. to the
closing price on Euronext on 15 April 2021 of EUR0.99, a discount
of 0.0 per cent. to the closing price on the London Stock Exchange
on 15 April 2021 of EUR0.95 and a discount of 5.0 per cent. to the
last reported IFRS NAV of 100.03c per Ordinary Share as at 31
December 2020.
The Company intends to announce the results and size of the
Placing on 16 April 2021.
The New Shares will be issued credited as fully paid and will be
identical to and rank pari passu in all respects with the Ordinary
Shares, including with respect to the right to receive all future
distributions, declared, paid or made in respect of the Ordinary
Shares following the date of Admission. For the avoidance of doubt,
this does not include the interim ordinary dividend of 1.25 cents
per ordinary share in respect of the first quarter of 2021
announced on 8 April 2021.
If the Placing is successful, the Company will submit an
application for the New Shares to be admitted to trading on AIM and
Euronext Growth. It is expected that Admission will become
effective, and that dealings in the New Shares will commence on 20
April 2021.
Conditions to the Placing
The issuance of any New Shares pursuant to the Placing is
conditional upon:
-- Admission of the New Shares to trading on AIM and Euronext Growth; and
-- the Placing Agreement not being terminated in accordance with
its terms and it becoming unconditional in accordance with its
terms.
Directors' participation in the Subscription
The following Directors have indicated their intention to
subscribe for the following New Shares at the Placing Price:
Name Position Number of
New Shares
Jonathan Laredo Chief Executive Officer 26,316
Charles Peach Chief Financial Officer 26,316
Brian Owens Non Executive Director 31,579
Eimear Moloney Non Executive Director 36,842
Garry O'Dea Non Executive Director 26,316
Barry O'Dowd Non Executive Chair 10,000
Main Market Listing Update
As announced previously, the Company has initiated the process
of listing on a main market of a recognised stock exchange in an EU
member state. This is required by the Irish tax provisions
governing REITs, and the Company expects the process of listing on
the Regulated Market of Euronext Dublin to be completed within the
first half of 2021. The Company plans to retain its quotation on
AIM. Once the Company is no longer listed on Euronext Growth,
transfers or sales of Ordinary Shares will be subject to Irish
stamp duty. The rate of Irish stamp duty on shares is currently 1%
of the higher of the consideration paid or the market value of the
shares. Where a charge to Irish stamp duty applies it is generally
a liability for the transferee.
Expected timetable of principal events
Launch of Placing 16 April 2021
Anticipated Date of Book Closing 16 April 2021
Announcement of Result of Placing 16 April 2021
Issue of the New Shares and Admission 20 April 2021
and crediting of Euroclear Bank accounts
in respect of New Shares
Expiry of Share Issuance Programme Authorities 28 May 2021
(unless previously renewed, varied or
revoked)
The times and dates set out in the expected timetable and
mentioned throughout this Announcement may, in certain
circumstances, be adjusted by the Company, in which extent details
of the new times and dates will be notified, as required, to
Euronext Dublin and the London Stock Exchange and, where
appropriate, Shareholders, and an announcement will be made through
a Regulatory Information Service and RNS. All references to times
in this Announcement are to Dublin standard time unless otherwise
stated.
DEFINITIONS USED IN THIS ANNOUNCEMENT
"Admission" means admission of the New Shares to trading on AIM
and Euronext Growth;
"AIM" means AIM, a market operated by the London Stock
Exchange;
"AIFMD" or the "Alternative Investment Fund Managers Directive"
means Directive 2011/61/EU as amended;
"Announcement" means this announcement including the
Appendix;
"Board" means the board of Directors or a duly constituted
committee thereof;
"CBI" means the Central Bank of Ireland;
"Directors" means the directors from time to time of the Company
and Director is to be construed accordingly;
"Disclosure Guidance and Transparency Rules" means the
Disclosure Guidance and Transparency Rules of the FCA, as amended
or re-issued from time to time;
"Dublin CBD" means the central business district of Dublin from
time to time (as may be reasonably determined by the Company);
"Estimated Rental Value" means the current estimated market
rental value of a property;
"Euronext Dublin" means The Irish Stock Exchange plc trading as
Euronext Dublin;
"Euronext Growth" means the Euronext Growth Market, a market
operated by Euronext Dublin;
"Euronext Growth Adviser" means Goodbody;
"FCA" means the Financial Conduct Authority of the United
Kingdom;
" FDI " means foreign direct investment;
"Gross Reversionary Yield" means the Estimated Rental Value of
the property as a percentage of its current valuation;
"Gross Yield at Fair Value" means the current rental income of
the property as a percentage of its current valuation;
"Investment Committee" means the investment committee of the
Company, being an executive committee which reports to the Board
and comprises the members of the Management Team and which is
advised by Richard Mully;
"Investment Manager" means Ballybunion Capital Limited in its
capacity as the Company's alternative investment fund manager;
"Joint Bookrunner" means Goodbody and Liberum, respectively,
together the "Joint Bookrunners";
"London Stock Exchange" or "LSE" means London Stock Exchange
plc;
"Management Team" means Jonathan Laredo, Charles Peach and
Michael Gibbons;
"MAR" means Market Abuse Regulation (EU) No 596/2014;
"New Shares" means the Placing Shares and the Subscription
Shares which are to be issued pursuant to the Share Issuance
Programme;
"NIY" means net investment yield;
"Nomad" means Nominated Adviser;
"Ordinary Share" means an ordinary share of EUR0.01 each in the
capital of the Company;
"Placees" means new and existing eligible investors under the
Placing;
"Placing" means the placing of the Placing Shares pursuant to
the Share Issuance Programme as described in this Announcement and
the terms and conditions of which are set out in the Appendix;
"Placing Agent" means Guy Butler Limited;
"Placing Agreement" means the placing agreement between the
Company and the Joint Bookrunners dated the same date as this
Announcement;
"Placing Price" means EUR0.95 per Placing Share;
"Placing Shares" means approximately 10.4 million New Shares
that the Company is seeking to issue in the Placing;
"Prohibited Jurisdiction" means any jurisdiction including,
without limitation, the United States, Canada, Australia, New
Zealand, Japan, and the Republic of South Africa, in which such
offer or solicitation of New Shares is or may be unlawful;
"Registrar" means Link Registrars Limited, in its capacity as
registrar to the Company;
"Share Issuance Programme" means the share issuance programme
approved by the Company's shareholders on 29 May 2020 to issue up
to 100 million new Ordinary Shares which is due to expire on 28 May
2021;
"Shareholder" means a registered holder of an Ordinary
Share;
"State Body" means a body established by legislation in the
Republic of Ireland which is either entirely or majority owned by
the Irish Government and "State Bodies" shall be construed
accordingly;
"Subscription" means the subscription by certain directors of
the Company of Subscription Shares;
"Subscription Shares" means 157,368 million Ordinary Shares that
certain directors of the Company intend to subscribe for at the
Placing Price;
"Tranche" means a tranche of New Shares issued under the Share
Issuance Programme; and
"WAULT" means weighted average unexpired lease term.
IMPORTANT NOTICES
This Announcement, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States, Canada, Australia, New Zealand, Japan, the Republic
of South Africa or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.
This Announcement does not constitute or form part of any offer
to sell, or any solicitation of an offer to buy, securities in the
United States. Securities may not be offered or sold in the United
States absent (i) registration under the Securities Act or (ii) an
available exemption from registration under the Securities Act. The
Placing Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States to or for the account or benefit of any US Person (within
the meaning of Regulation S under the US Securities Act of 1933)
absent registration, except pursuant to an exemption from or in a
transaction not subject to the registration requirements of the
Securities Act. No public offering of the Placing Shares is being
made in the United States.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation, the
United States, Canada, Australia, New Zealand, Japan, the Republic
of South Africa or any other jurisdiction in which such offer or
solicitation is or may be unlawful (a "Prohibited Jurisdiction").
This Announcement and the information contained herein are not for
publication or distribution, directly or indirectly, to persons in
a Prohibited Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction. No action has been taken by the Company, the Sole
Bookrunner, the Nomad, the Euronext Growth Adviser or the Placing
Agent 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 publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any such restrictions.
This Announcement is only at persons selected by the Joint
Bookrunners who are: (a) persons in an Eligible Member State who
are "professional investors" for the purposes of the Alternative
Investment Fund Managers Directive; and (b) persons in the United
Kingdom who (i) are "professional investors" (as that term is used
in the laws, rules and regulations implementing the Alternative
Investment Fund Managers Directive in the United Kingdom domestic
law) and to whom it is permissible to market pursuant to the FCA's
temporary marketing permissions regime (ii) have professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (financial promotion) Order
2005 as amended (the "FPO") or fall within the definition of "high
net worth companies, unincorporated associations etc" in Article
49(2)(a) to (d) of the FPO and (iii) are "qualified investors" as
defined in Article 2(e) of the Prospectus Regulation (defined
below) as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("EUWA"); or (c) otherwise persons to
whom it may otherwise lawfully be communicated, (all such persons
together being referred to as "Relevant Persons").
This Announcement and any offer if made subsequently is subject
to AIFMD as implemented by Member States of the European Economic
Area and the laws, rules and regulations implementing AIFMD in the
United Kingdom to include pursuant to the EUWA and FCA's temporary
permissions regime. This Announcement and any offer if made
subsequently is directed only at professional investors in the
Eligible Member States (and to those in the United Kingdom as
outlined above). The Investment Manager has not registered a
passport for marketing under the passporting programme set out in
the AIFMD in any other member state (each an "Ineligible Member
State"). This Announcement may not be distributed in any Ineligible
Member State and no offers subsequent to it may be made or accepted
in any Ineligible Member State.
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 action.
Goodbody Stockbrokers UC, which is authorised and regulated in
Ireland by the CBI, is acting as Joint Bookrunner for the Company
and no-one else in connection with the Placing and is not, and will
not be, responsible to anyone other than the Company for providing
the protections afforded to its clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
Liberum Capital Limited which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority is acting as
Joint Bookrunner for the Company and no-one else in connection with
the Placing and is not, and will not be, responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
Any indication in this Announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM and
Euronext Growth.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. To the fullest extent permissible by
law or regulation, none of the Joint Bookrunners, the Nomad, the
Euronext Growth Adviser, nor the Placing Agent nor any of their
respective affiliates accept any responsibility whatsoever for the
contents of the information contained in this Announcement or for
any other statement made or purported to be made by or on behalf of
the Joint Bookrunners, the Nomad, the Euronext Growth Adviser, or
the Placing Agent or any of their respective affiliates in
connection with the Company, the Placing Shares or the Share
Issuance Programme and/or any other matter referred to in this
Announcement. To the fullest extent permissible by law or
regulation, the Joint Bookrunners, the Nomad, the Euronext Growth
Adviser, and the Placing Agent and each of their respective
affiliates accordingly disclaim all and any liability (save for
statutory liability), whether arising in tort, contract or
otherwise in respect of any statements or other information
contained in this Announcement and to the fullest extent
permissible by law or regulation no representation or warranty,
express or implied, is made by the Joint Bookrunners, the Nomad,
the Euronext Growth Adviser, or the Placing Agent or any of their
respective affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
In connection with the Placing, each of the Joint Bookrunners,
the Nomad, the Euronext Growth Adviser, and the Placing Agent and
any of their respective affiliates, acting as investors for their
own accounts, may subscribe for or purchase Placing Shares and in
that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Placing Shares and
other securities of the Company or related investments in
connection with the Placing or otherwise.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to subscribe for Placing Shares in the Placing must be
made solely on the basis of publicly available information, which
has not been independently verified by the Joint Bookrunners, the
Nomad, the Euronext Growth Adviser, or the Placing Agent.
This Announcement may contain certain forward-looking statements
with respect to the financial condition, results of operations and
business of the Group and certain plans and objectives of the
Board. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often include words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would" or "could" or
other words of similar meaning. These statements are based on
assumptions and assessments made by the Board in light of its
experience and perception of historical trends, current conditions,
expected future developments and other factors it believes
appropriate. Nothing contained in this document shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Yew Grove except where expressly stated and no
statement in this Announcement should be interpreted to mean that
earnings per Ordinary Share for the current or future financial
years would necessarily match or exceed the historical published
earnings per Ordinary Share.
By their nature, forward-looking statements involve risk and
uncertainty, and the factors described in the context of such
forward-looking statements in this document could cause actual
results or developments to differ materially from those expressed
in or implied by such forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the
Company's ability to control or estimate precisely, such as changes
in general economic and business conditions, changes in interest
rates, introduction of competing products or services, lack of
acceptance of new products or services, changes in business
strategy and the behaviour of other market participants and other
factors, and therefore undue reliance should not be placed on such
statements. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
document.
The statements contained in this Announcement are made as at the
date of this document, unless some other time is specified in
relation to them. Except as required by the Financial Conduct
Authority, the London Stock Exchange, the AIM Rules, the Euronext
Growth Rules, the Disclosure Guidance and Transparency Rules or
applicable law, Yew Grove does not have any obligation to update or
revise publicly any statement, whether as a result of new
information, further events or otherwise. Except as required by the
AIM Rules, the Euronext Growth Rules, the Disclosure Guidance and
Transparency Rules or applicable law, Yew Grove expressly disclaims
any obligation or undertaking to release publicly any updates or
revisions to any statement contained herein to reflect any change
in Yew Grove's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this document might not occur.
Publication of this Announcement shall not give rise to any
implication that there has been no change in the facts set out in
this Announcement since the date of this Announcement.
No statement in this Announcement is or is intended to be a
profit forecast or profit estimate or to imply that the earnings of
the Company for the current or future financial years will
necessarily match or exceed the historical or published earnings of
the Company.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of shares acquired. Past performance is no guide to future
performance and persons needing advice should consult an
independent financial adviser.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. The
price of shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing, by making or
accepting an oral offer to subscribe for Placing Shares is deemed
to have read and understood this Announcement in its entirety,
including the Appendix and to be providing the representations,
warranties, undertakings, agreements and acknowledgements contained
therein.
Members of the public are not entitled to participate in the
Placing.
Information to Distributors
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 the product governance
requirements contained within the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK Product Governance
Rules"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the
purposes of the MiFID II and the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, as defined in MiFID II and
Regulation (EU) NO 2017/565 as it forms part of domestic law by
virtue of the EUWA, (b) investors who meet the criteria of
professional clients, as defined in MiFID II and Regulation (EU) NO
600/2014 as it forms part of domestic law by virtue of the EUWA, or
(c) eligible counterparties, as defined in MiFID II and the FCA's
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Proposed 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 COBS; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
AIFMD Disclosures
No preferential treatment is accorded by the Company to one or
more Shareholders.
The following information is disclosed at least annually to the
Shareholders in the Company's annual report and accounts or, if
required more frequently, in a monthly update provided by the
Company:
(a) the percentage of the Company's assets which are subject to
special arrangements arising from their illiquid nature (if
any);
(b) any new arrangements for managing the liquidity of the Company;
(c) the current risk profile of the Company and the risk
management systems employed to manage those risks;
(d) any change to the maximum level of leverage which the
Company may employ as well as any right to reuse collateral or any
guarantee granted under the leveraging arrangements; and
(e) the total amount of leverage employed by the Company.
The Company shall inform investors, in advance of any investment
they wish to make in the Company, or any arrangement made by the
Company's depositary to contractually discharge itself of liability
in accordance with the AIFMD. The Company shall inform investors of
any changes with respect to depositary liability without delay.
Disclosures under Regulation (EU) 2019/2088 of the European
Parliament and of the Council of 27 November 2019 on
sustainability-related disclosures in the financial services
sector, as amended ("SFDR")
Principal Adverse Impacts
As a financial market participant, the SFDR requires the
Investment Manager to make a "comply or explain" decision whether
it considers the principal adverse impacts of its investment
decisions on environmental, social and employee matters, respect
for human rights, anti--corruption and anti--bribery matters
("Sustainability Factors") in the manner prescribed under Article
4(1)(a) of the SFDR.
The Investment Manager, being a company which has less than 500
employees and which is not a parent undertaking of a group with 500
or more employees, is not, in accordance with the SFDR, required to
consider the principal adverse impacts of investment decisions on
Sustainability Factors.
The Investment Manager and the Management Team take account of
environmental, social or governance events or conditions that, if
they occur, could cause a negative material impact on the value of
an investment ("Sustainability Risks") in the investment decision
making process applied to the Company's investments in the manner
set out below but the Investment Manager has determined not to
consider the principal adverse impacts of investment decisions on
Sustainability Factors.
This decision has been made on the basis that the Company does
not have sustainable investment as its investment policy nor has
its investment strategy been designed in a way intended
specifically to promote any environmental or social objectives.
Integration of Sustainability Risks into Investment
Decisions
As a financial market participant, the SFDR obliges the
Investment Manager to integrate into its investment decisions
consideration of Sustainability Risks.
The Investment Manager and the Management Team integrate
consideration of Sustainability Risks into the due diligence
undertaken as part of their investment decision processes. Prior to
any acquisition, all prospective investments are assessed for
Sustainability Risks by the Investment Manager and the Management
Team.
However, due to the nature of the Company's investment strategy,
the Investment Manager does not necessarily exclude potential
investments based on Sustainability Risks. Further, the Company
does not invest in or divest specific assets based on
Sustainability Risks alone as the Investment Manager's key
objective in managing the Company's assets is to seek to achieve
superior investment performance.
Likely Impacts of Sustainability Risks on the Returns of the
Company
The Investment Manager and the Management Team seek to mitigate
the impacts of Sustainability Risks on the Company's returns by
integrating a consideration of such Sustainability Risks into its
investment decisions in the manner set out above. However,
notwithstanding such mitigating actions, it is nevertheless
possible that one or more of these Sustainability Risks may
materialise and have a material negative impact on the value of one
or more of the Company's investments, thereby affecting the
Company's returns.
A list of the Sustainability Risks which the Investment Manager
currently considers could be material to the Company is set out
below:
Asset-level:
-- Biodiversity and habitat
-- Building safety
-- Climate/climate change adaptation
-- Compliance with regulatory requirements
-- Contaminated land
-- Energy efficiency
-- Energy supply
-- Flooding
-- Indoor environmental quality
-- Natural hazards
-- Transportation
-- Waste management
-- Water efficiency
-- Water supply
Macro-level:
-- Economic policy uncertainty
-- Corruption levels
-- Bribery rates
-- Human freedom (personal & economic)
-- Transparency index
-- Worker rights
-- Child labour
-- Diversity & equal opportunity
-- Forced or compulsory labour
-- Labour-management relationships
Pursuant to the SFDR, the Investment Manager is required to
disclose the "likely" impact of these Sustainability Risks on the
overall financial returns of the Company. Having considered the
above Sustainability Risks in the context of the Company's
Portfolio and given that the Investment Manager and the Management
Team seek to mitigate the impacts of such Sustainability Risks on
the Company's returns by integrating a consideration of such
Sustainability Risks into its investment decisions in the manner
set out above, the Investment Manager considers that the likely
impact of Sustainability Risks on the overall financial returns of
the Company's portfolio will not be material.
The above list of Sustainability Risks and the Investment
Manager's assessment of the likely impact on the financial returns
of the Company are both based on the Investment Manager's good
faith assessment and on assumptions which the Investment Manager
considers to be reasonable at the time of such assessment. The
consideration of Sustainability Risks may include the consideration
of criteria which are open to subjective interpretation.
Assessment of Sustainability Risks is complex and may be based
on data that is difficult to obtain and incomplete, estimated, out
of date or otherwise materially inaccurate. The above list of
Sustainability Risks is not an exhaustive list of all
Sustainability Risks related to the environment, society or
governance which could have a negative impact (whether or not
material) on the value of an investment in the Company's portfolio
and there can be no guarantee that the actual impact of the
Sustainability Risks on the Company's returns will not be
materially greater than the likely impact as assessed by the
Investment Manager.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PROPOSED PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS
SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS
SELECTED BY THE JOINT BOOKRUNNERS WHO ARE:
(A) PERSONS IN THE FOLLOWING MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA"): IRELAND, BELGIUM, THE NETHERLANDS AND
LUXEMBOURG (TOGETHER, THE "ELIGIBLE MEMBER STATES") WHO ARE
"PROFESSIONAL INVESTORS" FOR THE PURPOSES OF DIRECTIVE 2011/61/EU
AS AMED (THE "ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE" OR
"AIFMD"); AND
(B) PERSONS IN THE UNITED KINGDOM WHO (I) ARE "PROFESSIONAL
INVESTORS" (AS THAT TERM IS USED IN THE LAWS, RULES AND REGULATIONS
IMPLEMENTING AIFMD IN THE UNITED KINGDOM DOMESTIC LAW) AND TO WHOM
IT IS PERMISSIBLE TO MARKET PURSUANT TO THE FCA'S TEMPORARY
MARKETING PERMISSIONS REGIME (II) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS
AMED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO
(D) OF THE FPO AND (III) ARE "QUALIFIED INVESTORS" AS DEFINED IN
ARTICLE 2(E) OF THE PROSPECTUS REGULATION (DEFINED BELOW) AS IT
FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("EUWA") ("UK PROSPECTUS REGULATION"); OR
(C) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED,
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT
AND AGREE THAT YOU ARE A RELEVANT PERSON.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, 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) (THE
"UNITED STATES"), AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, CANADA,
NEW ZEALAND OR JAPAN, ANY INELIGIBLE MEMBER STATE (AS HEREINAFTER
DEFINED) OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT (AND THE
INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, THE REPUBLIC
OF SOUTH AFRICA, CANADA, NEW ZEALAND OR JAPAN, ANY INELIGIBLE
MEMBER STATE OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD
BE UNLAWFUL (EACH A "PROHIBITED JURISDICTION").
ALL OFFERS OF THE PROPOSED PLACING SHARES (I) IN THE EEA, WILL
BE MADE PURSUANT TO AN EXEMPTION UNDER REGULATION (EU) 2017/1129 OF
THE EUROPEAN PARLIAMENT AND OF THE COUNCIL (THE "PROSPECTUS
REGULATION") FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS AND (II)
IN THE UNITED KINGDOM, WILL BE MADE PURSUANT TO AN EXEMPTION UNDER
THE UK PROSPECTUS REGULATION AND CORRESPONDING UNITED KINGDOM
DOMESTIC LAW, FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS. IN THE
UNITED KINGDOM, THIS ANNOUNCEMENT IS BEING DIRECTED SOLELY AT
PERSONS IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF FSMA DOES NOT
APPLY.
THIS ANNOUNCEMENT OR ANY PART OF IT IS FOR INFORMATION PURPOSES
ONLY AND 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 ANY PROHIBITED JURISDICTION. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH
JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER
TO SELL, OR ANY SOLICITATION OF AN OFFER TO BUY, SECURITIES IN THE
UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT (I) REGISTRATION UNDER THE US SECURITIES ACT OF 1933
(THE "SECURITIES ACT") OR (II) AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. THE PLACING SHARES HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR UNDER
THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR
TO OR FOR THE ACCOUNT OR BENEFIT OF ANY US PERSON (WITHIN THE
MEANING OF REGULATION S UNDER THE US SECURITIES ACT) (A "US
PERSON") ABSENT REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM
OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND ANALOGOUS EXEMPTIONS UNDER STATE SECURITIES
LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE
UNITED STATES.
This Announcement and any offer if made subsequently is subject
to the Alternative Investment Fund Managers Directive ("AIFMD") as
implemented by Member States of the European Economic Area and the
laws, rules and regulations implementing AIFMD in the United
Kingdom to include pursuant to the EUWA and the FCA's temporary
marketing permissions regime. This Announcement and any offer if
made subsequently is directed only at professional investors in the
Eligible Member States (and to those in the United Kingdom as
outlined above). The Investment Manager has not registered a
passport for marketing under the passporting programme set out in
the AIFMD in any other Member State of the European Economic Area
(each an "Ineligible Member State"). This Announcement may not be
distributed in any Ineligible Member State and no offers subsequent
to it may be made or accepted in any Ineligible Member State.
This Announcement and the information contained herein are not
for publication or distribution, directly or indirectly, to persons
in a Prohibited Jurisdiction unless permitted pursuant to an
exemption under the relevant local law or regulation in any such
jurisdiction. No action has been taken by Yew Grove REIT plc (the
"Company" or "Yew Grove"), the Joint Bookrunners, the Nomad, the
Euronext Growth Adviser, or the Placing Agent or any of their
respective Affiliates (as defined below at paragraph 4.6) or any
person acting on their behalf that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any such restrictions. Any investment or investment
activity to which this Announcement and the information contained
herein relate is available only to Relevant Persons.
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 action.
Any indication in this Announcement of the price at which the
Ordinary Shares of the Company have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Information to distributors
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 the product governance
requirements contained within the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK Product Governance
Rules"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the
purposes of the MiFID II and the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, as defined in MiFID II and
Regulation (EU) NO 2017/565 as it forms part of domestic law by
virtue of the EUWA, (b) investors who meet the criteria of
professional clients, as defined in MiFID II and Regulation (EU) NO
600/2014 as it forms part of domestic law by virtue of the EUWA, or
(c) eligible counterparties, as defined in MiFID II and the FCA's
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Proposed 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 COBS; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Goodbody Stockbrokers UC, which is authorised and regulated in
Ireland by the CBI, is acting as Joint Bookrunner for the Company
and no-one else in connection with the Proposed Placing and is not,
and will not be, responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing
advice in relation to the Proposed Placing and/or any other matter
referred to in this Announcement.
Liberum Capital Limited which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority is acting as
Joint Bookrunner for the Company and no-one else in connection with
the Proposed Placing and is not, and will not be, responsible to
anyone other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the
Proposed Placing and/or any other matter referred to in this
Announcement.
By participating in the Proposed Placing, each person who is
invited to and who chooses to participate in the Proposed Placing
(a "Placee") by making or accepting an oral offer to subscribe for
Placing Shares is deemed to have read and understood this
Announcement in its entirety (including this Appendix) and to be
providing the representations, warranties, undertakings, agreements
and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
1. DETAILS OF THE PLACING AGREEMENT AND THE PLACING SHARES
1.1. The Company has today entered into a placing agreement (the
"Placing Agreement") with the Joint Bookrunners. Pursuant to the
Placing Agreement, the Joint Bookrunners have, subject to the terms
set out therein, agreed to use their respective reasonable
endeavours, as agent of the Company, to procure Placees for the
Placing Shares in respect of the Proposed Placing. No element of
the Proposed Placing is underwritten.
1.2. The Placing Shares will, when issued, be subject to the
constitution of the Company, be credited as fully paid and will
rank pari passu in all respects with each other and with the
existing Ordinary Shares in the capital of the Company, including
the right to receive dividends and other distributions declared,
made or paid in respect of the Ordinary Shares after the date of
issue of the Placing Shares. Accordingly, the Placing Shares shall
not confer on the holder the right to receive the dividend of 1.25
cents per Ordinary Share in respect of Q1 2021 announced by the
Company on 8 April 2021.
1.3. The Placing Shares will be issued free of any encumbrance,
lien or other security interest.
1.4. Each person or entity who is invited to and confirms its
agreement (whether orally or in writing) to the Joint Bookrunners
to subscribe for Ordinary Shares (the "Placee Confirmation") will
be bound by these terms and conditions and will be deemed to have
accepted these terms and conditions. The Placee Confirmation will
constitute an irrevocable legally binding commitment upon the
person or entity who gave the Placee Confirmation (who at that
point will become a Placee) in favour of the Company and the Joint
Bookrunners to subscribe for Ordinary Shares under these terms and
conditions.
1.5. The Company and/or the Joint Bookrunners may require a
Placee to agree to such further terms and/or conditions and/or give
such additional warranties and/or representations as the Company
and/or the Joint Bookrunners (in their absolute discretion) sees
fit and/or may require a Placee to execute a separate placing
letter or placing confirmation (a "Placing Letter").
2. APPLICATION FOR LISTING AND ADMISSION TO TRADING
The Company will apply to Euronext Dublin and to the London
Stock Exchange for Admission of the New Shares. It is expected that
Admission will become effective on or around 8.00 am (Dublin/London
time) on 20 April 2021, and that dealings in the Placing Shares
will commence at that time.
3. BOOKBUILD
Commencing today, the Joint Bookrunners will be conducting a
bookbuilding process (the "Bookbuilding Process") to determine
demand for participation in the Proposed Placing by Placees. This
Announcement gives details of the terms and conditions of, and the
mechanics of participation in, the Proposed Placing.
4. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE BOOKBUILDING PROCESS
4.1. Participation in the Proposed Placing will only be
available to persons who may lawfully be, and are, invited to
participate by the Joint Bookrunners (or either of them). The Joint
Bookrunners and their respective Affiliates or any person acting on
their behalf are entitled to participate as Placees in the
Bookbuilding Process.
4.2. The books will open with immediate effect. The Bookbuilding
Process is expected to close not later than 2 pm (Dublin/London
time) on 16 April 2021, but may be closed earlier at the discretion
of the Joint Bookrunners. A further announcement will be made
following the close of the Bookbuilding Process detailing the
number of Placing Shares which are being placed (the "Proposed
Placing Results Announcement"). The Joint Bookrunners may, in
agreement with the Company, accept bids that are received after the
Bookbuilding Process has closed.
4.3. A bid in the Bookbuilding Process will be made on the terms
and conditions in this Announcement and will be legally binding on
the Placee on behalf of which it is made and, except with the Joint
Bookrunners' consent, will not be capable of variation or
revocation after the close of the Bookbuilding Process.
4.4. A Placee who wishes to participate in the Bookbuilding
Process should communicate its bid by email/telephone to the usual
sales contact at Goodbody or Liberum. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
subscribe for at the Proposed Placing Price. If successful, the
relevant Joint Bookrunner will re-contact and confirm orally to
Placees following the close of the Bookbuilding Process the size of
their respective allocations and a trade confirmation will be
dispatched as soon as possible thereafter. The relevant Joint
Bookrunner's oral confirmation of the size of allocations and each
Placee's oral commitments to accept the same will constitute an
irrevocable legally binding agreement upon such person (who will at
that point become a Placee) in favour of the Company and the Joint
Bookrunners pursuant to which each such Placee will be required to
accept the number of Placing Shares allocated to the Placee at the
Proposed Placing Price and otherwise on the terms and subject to
the conditions set out herein and in accordance with the Company's
constitution. Each Placee's allocation and commitment will be
evidenced by a trade confirmation issued to such Placee by the
relevant Joint Bookrunner. The terms of this Appendix will be
deemed incorporated in that trade confirmation. Each such Placee
will have an immediate, separate, irrevocable and binding
obligation, owed to the Company and the Joint Bookrunners, to pay
to the relevant Joint Bookrunner or (as it may direct) one of its
Affiliates or any person acting on its behalf in cleared funds an
amount equal to the product of the Proposed Placing Price and the
number of Placing Shares allocated to such Placee. Following each
Placee's payment to the Joint Bookrunners of such amount, the Joint
Bookrunners will procure (via the Company) the allotment of the
relevant number of Placing Shares and which:
4.4.1. if being issued in dematerialised form, will be deposited
in book-entry form in the Euroclear Bank securities clearance
accounts of Goodbody and Liberum (or, if agreed between the Joint
Bookrunners and the Company, initially to the Euroclear Bank
securities account of one of the Joint Bookrunners (acting as
settlement agent in respect of the Placing) with a subsequent bulk
delivery in book-entry form of the relevant proportion of Placing
Shares to the other Joint Bookrunner's Euroclear Bank securities
account by way of delivery versus payment (DVP) in the Euroclear
System), as nominees for the Placees, pending transfer thereof to
such persons through the Euroclear System, with the Company
procuring that the Registrars will register Euroclear Nominees
Limited as the registered holder of the Placing Shares in the
register of members of the Company; or
4.4.2. if being issued in certificated form, the Company will
procure that the Registrars will register such Placees as the
registered holder of such Placing Shares.
By participating in the Bookbuilding Process, each Placee agrees
that its rights and obligations in respect of the Proposed 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 either Joint Bookrunner.
4.5. The Joint Bookrunners reserve the right to scale back the
number of Placing Shares to be subscribed by any Placee in the
event of an oversubscription under the Proposed Placing. The Joint
Bookrunners also reserve the right not to accept offers to
subscribe for Placing Shares or to accept such offers in part
rather than in whole. The acceptance of offers shall be at the
absolute discretion of the Joint Bookrunners. The Joint Bookrunners
shall be entitled to effect the Proposed Placing by such
alternative method to the Bookbuilding Process as they shall in
their absolute discretion determine. The Company reserves the right
(upon agreement with the Joint Bookrunners) to reduce or seek to
increase the amount to be raised pursuant to the Proposed
Placing.
4.6. To the fullest extent permissible by law, neither the Joint
Bookrunners, nor any holding company thereof, any subsidiary
thereof, any subsidiary of any such holding company, any branch,
affiliate or associated undertaking of any such company nor any of
their respective directors, officers and employees (each an
"Affiliate") nor any person acting on their behalf shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither the Joint
Bookrunners, nor any of their respective Affiliates nor any person
acting on their behalf shall have any liability (including, to the
extent legally permissible, any fiduciary duties), in respect of
its conduct of the Bookbuilding Process or of such alternative
method of effecting the Proposed Placing as the Joint Bookrunners
and the Company may determine. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
4.7. All obligations of the Joint Bookrunners under the Proposed
Placing will be subject to fulfilment of the conditions referred to
below under "Conditions of the Placing".
5. CONDITIONS OF THE PROPOSED PLACING
5.1. The Proposed Placing is conditional upon the Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms.
5.2. The obligations of the Joint Bookrunners under the Placing
Agreement are conditional, inter alia, on:
5.2.1. Admission becoming effective on or before 8.00 am on 20
April 2021 (or such later time and/or date as the Joint Bookrunners
and the Company may agree but in any event not later than 8.00 am
on 30 April 2021);
5.2.2. the delivery by (or on behalf of) the Company by 7.00 am
on 16 April 2021 or such later time as agreed in writing between
the Joint Bookrunners and the Company (and in any event before it
is published to any other person) of a copy of this Announcement to
a Regulatory Information Service;
5.2.3. subject to the applicable provisions of the Placing
Agreement, the delivery by the Company by 5.30 pm on 16 April 2021
or such later time as agreed in writing between the Joint
Bookrunners and the Company (provided that such time is no later
than 5.00pm on 30 April) 2021 of a copy of the Placing Results
Announcement to a Regulatory Information Service;
5.2.4. the Company delivering to the Joint Bookrunners various
documents required to be delivered under the Placing Agreement by
no later than 7.00 am on the date of the Placing Agreement (or such
later time and date as the Company and the Joint Bookrunners may
agree);
5.2.5. the Joint Bookrunners not having exercised their right to
terminate the Placing Agreement pursuant to the provisions of the
Placing Agreement;
5.2.6. the Company delivering to the Joint Bookrunners by 5.00
pm on the business day immediately preceding Admission (unless
otherwise expressly agreed in writing by the Joint Bookrunners) a
certified copy of duly passed resolutions of the Board approving,
inter alia, the allotment of the Placing Shares;
5.2.7. none of the warranties contained in the Placing Agreement
being untrue, inaccurate or misleading at the date of the Placing
Agreement and there being no change of circumstances such that, if
the Warranties were to be repeated at any time before or as at
Admission by reference to the facts and circumstances then
subsisting, any such warranties would be untrue, inaccurate or
misleading save in each case to the extent which the Joint
Bookrunners, acting jointly and in good faith, consider it is not
material in the context of the Proposed Placing and Admission;
5.2.8. the delivery by the Company to the Joint Bookrunners of a
duly executed certificate in the form outlined in the Placing
Agreement not later than 5.00 pm on the business day immediately
preceding Admission and effective as of Admission;
5.2.9. the performance by the Company of its obligations under
the Placing Agreement or with the requirements of any laws or
regulations (including the AIM Rules, the Euronext Growth Rules and
FSMA) so far as the same fall to be performed prior to Admission
and which are material in the context of Admission and the Proposed
Placing;
5.2.10. no Supplementary Document or Announcement (as such term
is defined in the Placing Agreement), other than in respect of
matters referred to in this Announcement, having been, or required
to be, published by the Company pursuant to the Placing Agreement
between the date of the Placing Agreement and Admission; and
5.2.11. the Investment Manager having complied with its
obligations under AIFMD and the EU (Alternative Investment Fund
Managers Regulations) 2013 of Ireland (S.I. No. 257 of 2013), as
amended, and the laws, rules and regulations permitting the
continued marketing to professional investors in the United Kingdom
under AIFMD (to include the EUWA and the FCA's temporary marketing
permissions regime) insofar as they relate to the Proposed Placing
and the authorisation of the Investment Manager by the CBI as an
alternative investment fund manager and the FCA's permission in
respect of the Investment Manager under the temporary marketing
permissions regime remaining in full force and effect in accordance
with their respective terms on Admission.
5.3. If (a) any condition is not satisfied in all respects (or,
to the extent permitted under the Placing Agreement, waived by the
Joint Bookrunners), or (b) the Placing Agreement is terminated in
the circumstances specified below, the Proposed Placing will lapse
and each Placee's rights and obligations hereunder shall cease and
determine at such time and no claim may be made by a Placee in
respect thereof. Neither the Joint Bookrunners, nor the Company,
nor any of their respective Affiliates nor any person acting on
their behalf 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 in the Placing Agreement or in respect of the Proposed
Placing generally.
5.4. By participating in the Proposed Placing, each Placee
agrees that its rights and obligations hereunder terminate only in
the circumstances described below under "Right to terminate under
the Placing Agreement", and will not be capable of rescission or
termination by the Placee.
6. RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
6.1. The Joint Bookrunners may, at any time before Admission,
terminate the Placing Agreement by giving notice to the Company if,
inter alia:
(a) there shall develop, occur or come into effect any
substantial change or development involving a prospective change in
national or international political, outbreak of hostilities, war,
acts of terrorism, declaration of emergency, public health crisis
or martial law (including, but not limited to, in the good faith
opinion of the Joint Bookrunners, a significant worsening after the
date of the Placing Agreement of the situation in the United
Kingdom or Ireland relating to the coronavirus (COVID-19) pandemic)
or other calamity or crisis or event or any monetary, industrial,
economic, financial or stock market conditions or there shall occur
or come about any disruption to the settlement of security
transactions or the operation of payment or clearance services in
the United Kingdom, Ireland or the EEA or United States which, in
the opinion of either Joint Bookrunner acting in good faith would
be likely to prejudice the success of the Proposed Placing or which
would make it impracticable or inadvisable to proceed with the
Proposed Placing or with Admission;
(b) a banking moratorium has been declared by the authorities in
the United Kingdom or Ireland or United States or member or
associate of the EU or EEA;
(c) there shall have been a change, development or a matter
requiring notification to the Joint Bookrunners under the
provisions of the Placing Agreement (other than in respect of
matters referred to in this Announcement) or any other material
adverse change, or a development involving a prospective material
adverse change, in or affecting the business, management, financial
or trading position or prospects or results of the Company or any
Group Company, whether or not arising in the ordinary course of
business, which, in any such case, in the opinion of either Joint
Bookrunner acting in good faith would be likely to prejudice the
success of the Proposed Placing or which would make it
impracticable or inadvisable to proceed with the Proposed Placing
or with Admission;
(d) the Company fails to comply in any respect with any of its
obligations under the Placing Agreement, or with the requirements
of any laws or regulations (including the AIM Rules and the
Euronext Growth Rules) in relation to the Proposed Placing or
Admission;
(e) either of the Joint Bookrunners becomes aware of any fact,
matter or circumstance which constitutes or may or could reasonably
be expected to constitute a breach of the warranties under the
Placing Agreement or may or could reasonably be expected to give
rise to an indemnity claim under the Placing Agreement or which
might reasonably impede the Joint Bookrunners from fulfilling any
of their respective roles (to include in the case of Goodbody,
Euronext Growth Adviser, or in the case of Liberum, Nomad) or which
indicates that any of the warranties under the Placing Agreement
has become or may or could reasonably be expected to become untrue,
inaccurate or misleading by reference to the facts and
circumstances subsisting from time to time up to and including
Admission which in the opinion of the Joint Bookrunners acting in
good faith would be likely to prejudice the success of the Proposed
Placing or which would make it impracticable or inadvisable to
proceed with Admission;
(f) any of the conditions under the Placing Agreement shall have
become incapable of fulfilment before the latest time applicable
and, if capable of waiver, has not been waived; or
(g) it should come to the notice of either Joint Bookrunner that
any statement contained in any of the documents relating to the
Proposed Placing (to include the Placing Agreement) ("Placing
Documents") is or has become untrue, inaccurate and/or misleading
which the Joint Bookrunners consider in good faith to be material
in the context of the Proposed Placing and/or Admission or that
matters have arisen which would, if the Placing Documents were
issued at that time, constitute an omission therefrom which either
Joint Bookrunner considers in good faith to be material in the
context of the Proposed Placing and/or Admission, and such matter
may not, in the opinion of either Joint Bookrunner, be addressed by
the publication of a further document or the making of an
announcement.
6.2. By participating in the Proposed Placing, each Placee
agrees with the Joint Bookrunners that the exercise (or the
refraining from exercise) by the Joint Bookrunners of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Joint Bookrunners and that
the Joint Bookrunners need not make any reference to the Placees in
this regard and that, to the fullest extent permitted by law, the
Joint Bookrunners shall have no liability whatsoever to the Placees
in connection with any such exercise.
7. LOCK-UP
7.1. The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and 120 days after
completion of the Proposed Placing, it will not, without the prior
written consent of the Joint Bookrunners (acting in good faith)
enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain carve-outs agreed between the
Joint Bookrunners and the Company.
7.2. By participating in the Proposed Placing, Placees agree
that the exercise by the Joint Bookrunners 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 Joint
Bookrunners 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.
8. NO PROSPECTUS OR ADMISSION DOCUMENT
No prospectus or admission document has been or will be prepared
in relation to the Proposed Placing and no such prospectus or
admission document is required (in accordance with the Prospectus
Regulation or the UK Prospectus Regulation) or the AIM Rules and
Euronext Growth Rules respectively) to be published and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement and any information previously
published by or on behalf of the Company by notification to or via
a Regulatory Information Service. Each Placee, by accepting a
participation in the Proposed Placing, agrees that the content of
this Announcement is exclusively the responsibility of the Company
and confirms to the Joint Bookrunners and the Company that it has
neither received nor relied on any information, representation,
warranty or statement made by or on behalf of the Joint Bookrunners
(other than the amount of the relevant Proposed Placing
participation in the oral confirmation given to Placees by the
Joint Bookrunners (or either of them) and the trade confirmation
referred to below), any of their respective Affiliates, nor any
person acting on their behalf or the Company and neither the Joint
Bookrunners nor any of their respective Affiliates, any person
acting on their behalf, nor the Company will be liable for the
decision of any Placee to participate in the Proposed Placing based
on any other information, representation, warranty or statement
which the Placee 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 Proposed Placing, each Placee acknowledges
to and agrees with the Joint Bookrunners for itself and as agent
for the Company that, except in relation to the information
contained in this Announcement, it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Proposed Placing. Nothing
in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
9. REGISTRATION AND SETTLEMENT
9.1. Settlement of transactions in the Placing Shares (ISIN
IE00BDT5KP12) following Admission will take place within the
Euroclear System, subject to certain exceptions. The Joint
Bookrunners 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 possible or
practicable within the Euroclear System within the timetable set
out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
9.2. Each Placee allocated Placing Shares in the Proposed
Placing will be sent a trade confirmation stating the number of
Placing Shares allocated to it, the Proposed Placing Price, the
aggregate amount owed by such Placee to the relevant Joint
Bookrunners and settlement instructions. Placees should settle
against Euroclear System IDs: Goodbody EC 95436 / Liberum EC 42767.
Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with either
the standing Euroclear System or certificated settlement
instructions which it has in place with the Joint Bookrunners.
9.3. It is expected that settlement will be on 20 April 2021 in
accordance with the instructions set out in the trade confirmation
unless otherwise notified by the Joint Bookrunners.
9.4. 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 the base rate of
LIBOR as determined by the Joint Bookrunners.
9.5. Each Placee must pay the relevant subscription price for
the Ordinary Shares allocated to the Placee (the "Subscription
Payment") in the manner and by the time directed by the Joint
Bookrunners.
9.6. If any Placee fails to pay the Subscription Payment by the
time required, the relevant Placee's application for Ordinary
Shares may at the discretion of the Joint Bookrunners either be
rejected or accepted, and, where accepted, paragraph 9.7 will
apply.
9.7. Each Placee is deemed to agree that if it does not comply
with these obligations (to include the obligation to make the
Subscription Payment), the Joint Bookrunners may sell any or all of
the Placing Shares allocated to the Placee and the relevant Placee
shall be deemed hereby to have appointed the Joint Bookrunners or
any nominee of the Joint Bookrunners as its agent to use their
reasonable endeavours to sell (in one or more transactions) any or
all of the Ordinary Shares allocated to the Placee in respect of
which payment shall not have been made as directed, and to
indemnify the Joint Bookrunners and its Affiliates and any person
acting on their behalf on demand in respect of any liability for
stamp duty and/or stamp duty reserve tax or any other liability
whatsoever arising in respect of any such sale or sales. A sale of
all or any of such Ordinary Shares shall not release the relevant
Placee from the obligation to make such payment for relevant
Ordinary Shares to the extent that the Joint Bookrunners or their
nominees have failed to sell such Ordinary Shares at a
consideration which, after deduction of the expenses of such sale
and payment of stamp duty and/or stamp duty reserve tax as
aforementioned, at least equals the Proposed Placing Price.
9.8. If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
9.9. Insofar as Placing Shares are registered in the Placee's
name or that of its nominee or in the name of any person for whom
the Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither the Joint Bookrunners nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Proposed Placing.
10. REPRESENTATIONS AND WARRANTIES
10.1. By participating in the Placing, each Placee (for itself
and any person(s) procured by it to subscribe for Ordinary Shares
and any nominee(s) for any such person(s)) is deemed to agree,
represent, warrant and acknowledge to each of the Company, the
Joint Bookrunners, the Nomad, the Euronext Growth Adviser, the
Placing Agent and the Registrars that:
10.1.1. in agreeing to subscribe for Ordinary Shares under the Proposed Placing, the Placee:
(a) is relying solely on this Announcement, the Exchange
Information (as hereinafter defined) and any supplementary
announcement issued by the Company and not on any other information
given, or representation or statement made at any time (including,
without limitation, the "roadshow" presentation prepared by the
Company or research by any third parties containing information
about the Company) by any person concerning the Company, the
Ordinary Shares, the Proposed Placing or Admission (the "Other
Information");
(b) agrees that none of the Company, the Joint Bookrunners, the
Nomad, the Euronext Growth Adviser, the Placing Agent nor any of
their respective Affiliates nor any person acting on their behalf,
will have any liability for any Other Information, and irrevocably
and unconditionally waives any rights or claims of any nature
whatsoever which the Placee may have in respect of any Other
Information;
(c) acknowledges that none of the Joint Bookrunners, the Nomad,
the Euronext Growth Adviser, nor the Placing Agent, nor any of
their respective Affiliates nor any person acting on their behalf
has provided, and will not provide it with any material or
information regarding the Placing Shares or the Company; nor has it
requested the Joint Bookrunners, nor any of their respective
Affiliates nor any person acting on their behalf to provide it with
any such material or information;
(d) acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this
Announcement (including this Appendix); and
(e) that its commitment to subscribe for Placing Shares on the
terms set out herein will continue notwithstanding any amendment
that may in future be made to the terms of the Proposed Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's conduct of
the Proposed Placing;
10.1.2. the content of this Announcement and any supplementary
announcement published by the Company prior to Admission is
exclusively the responsibility of the Company and apart from the
liabilities and responsibilities, if any, which may be imposed on
the Joint Bookrunners, the Nomad, the Euronext Growth Adviser, or
the Placing Agent under any regulatory regime, none of the Joint
Bookrunners, the Nomad, the Euronext Growth Adviser, nor the
Placing Agent, nor any of their respective Affiliates nor any
person acting on their behalf makes any representation, express or
implied, nor accepts any responsibility whatsoever for the contents
of this Announcement nor for any other statement made or purported
to be made by either of them or on either of their behalves in
connection with the Company, the Ordinary Shares, the Proposed
Placing or Admission and none of the Joint Bookrunners, the Nomad,
the Euronext Growth Adviser, nor the Placing Agent, nor any of
their respective Affiliates nor any person acting on their behalf
will be liable for any decision by a Placee to participate in the
Proposed Placing based on any information, representation or
statement contained in this Announcement and any supplemental
announcement published by the Company prior to Admission or
otherwise provided that nothing in this paragraph 10.1.2 shall
exclude any liability of any person for fraud;
10.1.3. if the laws of any territory or jurisdiction outside the
United Kingdom or Ireland are applicable to the Placee's agreement
to subscribe for Ordinary Shares under the Proposed Placing:
(a) the Placee has complied with all applicable laws and
regulations, obtained all governmental and other consents which may
be required, complied with all requisite formalities and paid any
issue, transfer or other taxes due in any relevant territory or
jurisdiction as a result of, whether directly or indirectly, the
Placee's application for Proposed Placing; and
(b) the Placee has not taken any action, or omitted to take any
action, which will result in the Company, the Joint Bookrunners,
the Nomad, the Euronext Growth Adviser, the Placing Agent or the
Registrar or any of their respective directors, officers, agents,
members or employees acting in breach of any regulatory or legal
requirement of any territory or jurisdiction outside the United
Kingdom or Ireland, whether directly or indirectly, in connection
with the Proposed Placing;
10.1.4. (i) it is entitled to acquire the Placing Shares under
the laws and regulations of all relevant jurisdictions which apply
to it; (ii) it has fully observed such laws and regulations and
obtained all such governmental and other guarantees and other
consents and authorities which may be required thereunder and
complied with all necessary formalities; (iii) it has all necessary
capacity to commit to participate in the Proposed Placing and to
perform its obligations in relation thereto and will honour such
obligations; (iv) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (v) any
person who confirms to the Joint Bookrunners on behalf of a Placee
an agreement to subscribe for Placing Shares and/or who authorises
the Joint Bookrunners to notify the Placee's name to the Company's
registrar, has authority to do so on behalf of the Placee and (vi)
it has not taken any action which will or may result in the
Company, the Joint Bookrunners, the Nomad, the Euronext Growth
Adviser, the Placing Agent, any of their respective Affiliates or
any person acting on their behalf being in breach of the legal
and/or regulatory requirements of any territory in connection with
the Proposed Placing;
10.1.5. it has read carefully and understood this Announcement
in its entirety (including this Appendix) and, if appropriate any
Placing Letter, and the Placee shall be deemed to have had notice
of all information, undertakings, representations and warranties
contained in this Announcement that the Placee is acquiring
Ordinary Shares solely on the basis of this Announcement, the
Exchange Information and any supplementary announcement issued by
the Company and no other information and that in accepting a
participation in the Proposed Placing, the Placee has had access to
all information the Placee believes necessary or appropriate in
connection with the Placee's decision to subscribe for Ordinary
Shares;
10.1.6. no prospectus, admission document or offering document
has been or will be prepared in connection with the Proposed
Placing; and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Proposed Placing or the Placing Shares;
10.1.7. no person is authorised in connection with the Proposed
Placing to give any information or make any representation other
than as contained in this Announcement and any supplementary
announcement and, if given or made, any information or
representation must not be relied upon as having been authorised by
the Company, the Joint Bookrunners, the Nomad, the Euronext Growth
Adviser, the Placing Agent or the Registrar;
10.1.8. the Placing Shares will be admitted to trading on
Euronext Growth and AIM, and the Company is therefore required to
publish certain business and financial information in accordance
with the rules and practices of Euronext Dublin, the London Stock
Exchange, EU MAR and UK MAR (collectively, the "Exchange
Information") and that the Placee is able to obtain or access the
Exchange Information without undue difficulty;
10.1.9. if it has received any inside information (for the
purposes of EU MAR or UK MAR or other applicable law) about the
Company in advance of the Proposed Placing, it has not (a) dealt
(or attempted to deal) in the securities of the Company; (b)
encouraged, recommended or induced another person to deal in the
securities of the Company; or (c) unlawfully disclosed such
information to any person, prior to the information being made
publicly available;
10.1.10. the Placee is not, nor is the Placee applying as
nominee or agent for, a person who is or may be liable to notify
and account for tax under the Stamp Duty Reserve Tax Regulations,
1986 at any of the increased rates referred to in section 67, 70,
93 or 96 (depositary receipts and clearance services) of the
Finance Act, 1986;
10.1.11. the Placee accepts that none of the Ordinary Shares
have been, or will be, registered under the laws of any Prohibited
Jurisdiction and accordingly, the Ordinary Shares may not be
offered, sold, issued or delivered, directly or indirectly, within
any Prohibited Jurisdiction unless an exemption from any
registration requirement is available;
10.1.12. the Placee has knowledge and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing
Shares. It further acknowledges that it is experienced in investing
in securities of this nature and is aware that it may be required
to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Proposed Placing.
It has had sufficient time to consider and conduct its own
investigation with respect to the offer and subscription for the
Placing Shares, including the tax, legal and other economic
considerations and has relied upon its own examination and due
diligence of the Company and its affiliates taken as a whole, and
the terms of the Proposed Placing, including the merits and risks
involved;
10.1.13. this Announcement, and any offer made pursuant to the
Proposed Placing, is subject to the AIFMD as implemented in Member
States of the European Economic Area and, in the United Kingdom,
the laws, rules and regulations implementing AIFMD in the United
Kingdom to include pursuant to the EUWA and the FCA's temporary
marketing permissions regime;
10.1.14. the Placee is not located in an Ineligible Member State
and, if it is located in the United Kingdom, Belgium, Luxembourg or
the Netherlands, it is a professional investor for the purposes of
the AIFMD or the laws, rules and regulations implementing AIFMD in
the United Kingdom (as the case may be), if it is located in
Ireland, except to the extent otherwise agreed with the Company and
the Joint Bookrunners, it is a professional investor for the
purposes of the AIFMD;
10.1.15. if the Placee is located:
(a) in the United Kingdom, the Placee is a person who falls
within Article 19(5) or Articles 49(2)(a) to (d) of the Financial
Services and Markets Act, 2000 (Financial Promotion) Order 2005
(the "Order") or it is a person to whom the Ordinary Shares may
otherwise lawfully be offered under the Order and is a person who
is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;
and
(b) in Ireland, except to the extent otherwise agreed with the
Company and the Joint Bookrunners, the Placee is a Qualified
Investor, which is a "professional client" as defined in schedule 2
of the European Communities Markets in Financial Instruments
Regulations, 2007 (as amended),
10.1.16. if the Placee is a resident in an Eligible Member State (other than Ireland):
(a) it is a qualified investor within the meaning of the Prospectus Regulation; and
(b) the Placee is a person to whom the Ordinary Shares may
lawfully be marketed under the AIFMD or under the applicable
implementing legislation (if any) of that Eligible Member
State,
10.1.17. if the Placee is a resident outside the EEA, the Placee
has notified the Joint Bookrunners, the Company and the Investment
Manager of this;
10.1.18. if the Placee is a financial intermediary, as that term
is used in the Prospectus Regulation and the UK Prospectus
Regulation, the Placing Shares subscribed for by it in the Proposed
Placing will not be subscribed for on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or
resale to, persons in:
(a) an Ineligible Member State; or
(b) an Eligible Member State or the United Kingdom other than to
persons (i) who are: "qualified investors" as defined in Article
2.1(e) of the Prospectus Regulation or Article 2.1(e) of the UK
Prospectus Regulation (as the case may be) or who otherwise fall
within Article 3(2) of the Prospectus Regulation or Article 3(2) of
the UK Prospectus Regulation (as the case may be) (and which
circumstances do not result in any requirement for the publication
of a prospectus pursuant to Article 3 of the Prospectus Regulation
or the UK Prospectus Regulation (as the case may be)) and in each
case (ii) who, if they are in Ireland, the United Kingdom, Belgium,
Luxembourg or the Netherlands, are also professional investors for
the purposes of the AIFMD or the laws, rules and regulations
implementing AIFMD in the United Kingdom (as the case may be), or
in circumstances in which the prior consent of the Joint
Bookrunners have been given to the offer or resale;
10.1.19. if the Placee is receiving the offer in circumstances
under which the laws or regulations of a jurisdiction other than
the United Kingdom or Ireland would apply, it is a person to whom
the Ordinary Shares may be lawfully offered under that other
jurisdiction's laws and regulations;
10.1.20. the Placee does not have a registered address in, and
is not a citizen, resident or national of, any jurisdiction in
which it is unlawful to make or accept an offer of the Ordinary
Shares and the Placee is not acting on a non-discretionary basis
for any person that has a registered address in or is a citizen,
resident or national of, any such jurisdiction;
10.1.21. if the Placee is located outside the United Kingdom or
Ireland, neither this Announcement nor any other offering,
marketing or other material in connection with the Proposed Placing
constitutes an invitation, offer or promotion to, or arrangement or
agreement with, the Placee or any person whom the Placee is
procuring to subscribe for Ordinary Shares pursuant to the Proposed
Placing unless, in the relevant territory, such offer, invitation
or other course of conduct could lawfully be made to the Placee or
such person and such documents or materials could lawfully be
provided to the Placee or such person and Ordinary Shares could
lawfully be distributed to and subscribed and held by the Placee or
such person without compliance with any unfulfilled approval,
registration or other regulatory or legal requirements;
10.1.22. if the Placee is a natural person, such Placee is not
under the age of majority (18 years of age in Ireland and the
United Kingdom) on the date of such Placee's application to
subscribe for Ordinary Shares under the Proposed Placing and will
not be any such person on the date any such agreement to subscribe
under the Proposed Placing is accepted;
10.1.23. the Placee has complied, and will comply, with all
applicable provisions of the Criminal Justice Act, 1993 and FSMA
(in the United Kingdom) and the Criminal Justice (Money Laundering
and Terrorist Financing) Acts 2010 and 2013 (as amended) (in
Ireland) and MAR (in respect of both Ireland and the United
Kingdom) with respect to anything done by the Placee in relation to
the Proposed Placing and/or the Ordinary Shares;
10.1.24. the Placee has not, directly or indirectly,
distributed, forwarded, transferred or otherwise transmitted this
document or any other materials concerning the Placing or the
Ordinary Shares (including any electronic copies thereof) to any
person in or into any Prohibited Jurisdiction nor will the Placee
do any of the foregoing;
10.1.25. the Placee 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
Ordinary Shares in circumstances in which the Placee is permitted
to do so pursuant to section 21 of FSMA;
10.1.26. the Placee acknowledges that none of the Joint
Bookrunners, the Nomad, the Euronext Growth Adviser, nor the
Placing Agent nor any of their respective Affiliates, nor any
person acting on their behalf is making any recommendation to the
Placee or advising the Placee regarding the suitability of any
transactions the Placee may enter into in connection with the
Proposed Placing or providing any advice in relation to the
Proposed Placing and the Placee's participation in the Proposed
Placing is on the basis that the Placee is not, and will not be, a
client of the Joint Bookrunners, the Nomad, the Euronext Growth
Adviser, or the Placing Agent, or their respective Affiliates or
any person acting on their behalf, and that none of the Joint
Bookrunners, the Nomad, the Euronext Growth Adviser, nor the
Placing Agent, nor any of their respective Affiliates nor any
person acting on their behalf have any duties or responsibilities
to the Placee for providing the protections afforded to their
respective clients or for providing advice in relation to the
Proposed Placing or in respect of any representations, warranties,
undertakings or indemnities required to be given by the Placee in
connection with the Placee's application under the Proposed Placing
(including those contained in any Placing Letter);
10.1.27. where the Placee is subscribing for Ordinary Shares for
one or more managed, discretionary or advisory accounts, the Placee
is authorised in writing for each such account to:
(a) subscribe for the Ordinary Shares for each such account;
(b) make on behalf of each such account the representations,
warranties and agreements set out in this Announcement; and
(c) receive on behalf of each such account any documentation
relating to the Proposed Placing in the form provided by the
Company and/or the Joint Bookrunners, and the Placee agrees the
provisions of this paragraph shall survive any resale of the
Ordinary Shares by or on behalf of any such account;
10.1.28. the Placee irrevocably appoints any Director and any
director and/or authorised signatory of the Joint Bookrunners to be
the Placee's agent and on its behalf (without any obligation or
duty to do so) to sign, execute and deliver any documents and do
all acts, matters and things as may be necessary for, or incidental
to, the Placee's subscription for all or any of the Ordinary Shares
for which the Placee has given a commitment under the Proposed
Placing, in the event of the Placee's own failure to do so;
10.1.29. the Placee accepts that if the Proposed Placing does
not proceed or the conditions to the Placing Agreement are not
satisfied or Admission does not occur in respect of the Ordinary
Shares for which valid application is received and accepted for any
reason whatsoever then none of the Company nor the Joint
Bookrunners, nor the Nomad, nor the Euronext Growth Adviser, nor
the Placing Agent, nor any of their respective Affiliates, nor any
person acting on their behalf, shall have any liability whatsoever
to the Placee or any other person and to the extent that such a
liability does exist, the Placee irrevocably and unconditionally
waives any rights or claims the Placee may have in relation
thereto;
10.1.30. the Placee has, in connection with the Proposed
Placing, observed all relevant legislation and regulations, in
particular (but without limitation) those relating to anti-money
laundering and countering terrorist financing and that the Placee's
application for Placing Shares is only made on the basis that the
Placee accepts full responsibility for any requirement to identify
and verify the identity of the Placee's clients and other persons
in respect of whom the Placee has made the application for Proposed
Placing;
10.1.31. the Placee is a person:
(a) subject to the Money Laundering Regulations 2017 in force in
the United Kingdom (to the extent that an application is received
from a person subject to such regulations);
(b) subject to the Criminal Justice (Money Laundering and
Terrorist Financing) Acts 2010 to 2018 (as amended) in Ireland (to
the extent that an application is received from a person subject to
such regulations);
(c) subject to the Money Laundering Directive (2015/849) of the
European Parliament and of the Council on the prevention of the use
of the financial system for the purpose of money laundering or
terrorist financing; or
(d) acting in the course of a business in relation to which an
overseas regulatory authority exercises regulatory functions and is
based or incorporated in, or formed under the law of, a country in
which there are in force provisions at least equivalent to those
required by the Money Laundering Directive;
10.1.32. due to anti-money laundering requirements, any of the
Joint Bookrunners, the Company and/or the Registrar may require
proof of identity and verification of the source of the
Subscription Payment before the Placee's application can be
processed and that, in the event of delay or failure by the Placee
to produce any information required for verification purposes, the
Joint Bookrunners and/or the Company may refuse to accept the
application and Subscription Payment. In addition, the Placee
agrees to hold harmless and indemnify, and shall keep indemnified,
the Joint Bookrunners, the Nomad, the Euronext Growth Adviser, the
Placing Agent, the Company and the Registrar against any liability,
loss or cost ensuing due to the failure to process such
application, if such required information has not been provided by
the Placee;
10.1.33. the obligations of the Joint Bookrunners under the
Placing Agreement are subject to the terms and conditions set out
in the Placing Agreement. The Placee further acknowledges and
accepts that the Joint Bookrunners have absolute discretion as to
(a) the waiver or extension of the time for satisfaction of certain
conditions of the Placing Agreement; (b) the exercise of any right
to terminate the Placing Agreement (whether or not in relation to
any matter disclosed in this Announcement); (c) the enforcement of
any obligations, undertakings, representations and warranties of
the Company in the Placing Agreement; (d) the making of any
amendments to the Placing Agreement, and (e) any other right or
discretion it may have or be given to it or which it is entitled to
exercise, whether under the Placing Agreement or otherwise, and the
Placee further acknowledges that the Joint Bookrunners shall not
have any obligation to consult with or notify any Placee and shall
have no responsibility or liability to any Placee in relation to
the Joint Bookrunners' exercise of any such rights under the
Placing Agreement or otherwise;
10.1.34. the representations, undertakings and warranties
contained in this Announcement are irrevocable and the Placee
further acknowledges that the Company, the Joint Bookrunners, the
Nomad, the Euronext Growth Adviser, the Placing Agent, the
Registrar and their respective Affiliates and any person acting on
their behalf will rely upon the truth and accuracy of the foregoing
representations and warranties and the Placee agrees that if any of
the representations or warranties made or deemed to have been made
in connection with the Placee's subscription for Ordinary Shares
are no longer accurate, the Placee shall promptly notify the
Company and/or the Joint Bookrunners and the Placee agrees to
indemnify on an after-tax basis and hold harmless each of the
Company, the Joint Bookrunners, the Nomad, the Euronext Growth
Adviser, the Placing Agent, their respective Affiliates and any
person acting on their behalf 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 Announcement and further agrees that the
provisions of this Announcement shall survive after completion of
the Proposed Placing;
10.1.35. where it or any person acting on its behalf is dealing
with the Joint Bookrunners, any money held in an account with the
Joint Bookrunners on behalf of it and/or any person acting on its
behalf will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA or the CBI and the
relevant Joint Bookrunners shall not be required to segregate such
money, as that money will be held by the relevant Joint Bookrunners
under a banking relationship and not as trustee;
10.1.36. the Placee's clients, whether or not identified to the
Joint Bookrunners or any of its Affiliates or any person acting on
their behalf, will remain the Placee's sole responsibility and will
not become clients of the Joint Bookrunners or any of its
Affiliates or any person acting on their behalf for the purposes of
the rules of the FCA or the CBI or for the purposes of any other
statutory or regulatory provision;
10.1.37. the Placee will not make any offer to the public of the
Ordinary Shares and will not offer or sell any Ordinary Shares to
persons in the United Kingdom or in the EEA prior to Admission
except to qualified investors located in an Eligible Member State
or the United Kingdom (as the case may be) as that term is defined
in the Prospectus Regulation and the UK Prospectus Regulation (as
the case may be) who, in each case, are also professional investors
for the purposes of the AIFMD or the laws, rules and regulations
implementing AIFMD in the United Kingdom (as the case may be), or
in circumstances in which the prior consent of the Joint
Bookrunners have been given to the offer;
10.1.38. the Placee is not a person located within the United
States and will acquire the Ordinary Shares in an "offshore
transaction" as defined in Regulation S, conducted in accordance
with the requirements of Regulation S and it is not acquiring
Placing Shares as a result of any "directed selling efforts", as
defined in Regulation S;
10.1.39. the Placee is not acting on a non-discretionary basis
for the account or benefit of a person located within the United
States at the time the undertaking to subscribe for the Ordinary
Shares was given;
10.1.40. the Placee understands and acknowledges that the
Ordinary Shares have not been, and will not be, registered under
the Securities Act or with any securities regulatory authority of
any state or other jurisdiction of the United States and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to
the registration requirements of the Securities Act, and in
accordance with applicable state securities laws, and that no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Ordinary Shares;
10.1.41. the Placee (and any account for which the Placee is
purchasing) is not acquiring the Ordinary Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Ordinary Shares into the United States;
10.1.42. the Placee accepts the allocation of Ordinary Shares
shall be determined by the Joint Bookrunners and the Company in
their absolute discretion and that the Joint Bookrunners and the
Company may scale down certain commitments for this purpose on such
basis as it may determine;
10.1.43. time shall be of the essence as regards the Placee's
obligations to settle the Subscription Payment for the Ordinary
Shares and to comply with the Placee's other obligations under the
Proposed Placing and undertakes that it (and any person acting on
its behalf) will pay for the Placing Shares acquired by it in
accordance with this Announcement on the due time and date set out
herein against delivery of such Placing Shares to it (in such
manner as set out herein), failing which the relevant Placing
Shares may be placed with other Placees or sold as the Joint
Bookrunners may, in its absolute discretion, determine and it will
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;
10.1.44. its commitment to acquire Ordinary Shares will be
agreed orally with the Joint Bookrunners as agent for the Company
and that a contact note or placing confirmation will be issued by
the Joint Bookrunners as soon as possible thereafter. That oral
confirmation will constitute an irrevocable, legally binding
commitment upon that person (who at that point will become a
Placee) in favour of the Company and the Joint Bookrunners to
subscribe for the number of Ordinary Shares allocated to it at the
Proposed Placing Price on the terms and conditions set out in this
Announcement and, as applicable, in the contract note or placing
confirmation. Except with the consent of the Joint Bookrunners,
such oral commitment will not be capable of variation or revocation
after the time at which it is made; and
10.1.45. its allocation of Ordinary Shares under the Proposed
Placing will be evidenced by the contract note or placing
confirmation, as applicable, confirming:
(a) the number of Ordinary Shares that such Placee has agreed to subscribe for;
(b) the aggregate amount that such Placee will be required to pay for such Ordinary Shares;
(c) settlement instructions to pay the relevant Joint Bookrunner
as agent for the Company; and
(d) the terms of this Announcement shall be deemed to be
incorporated into that contract note or placing confirmation,
and the Company and/or the Joint Bookrunners reserve the right
to reject all or part of any offer to subscribe for Ordinary Shares
for any reason and the Company also reserves the right to issue
fewer than all of the Ordinary Shares offered by this Announcement
or to issue to any subscriber fewer than all of the Ordinary Shares
a subscriber has offered to subscribe for;
10.1.46. 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 Ireland 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 Irish 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 Joint Bookrunners 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; and
10.1.47. irrevocably authorises the Company, the Joint
Bookrunners, the Nomad, the Euronext Growth Adviser, and the
Placing Agent to produce this Announcement pursuant to, in
connection with, or as maybe required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein.
10.2. The acknowledgements, agreements, undertakings,
representations and warranties referred to above are given to each
of the Company and the Joint Bookrunners (for their own benefit
and, where relevant, the benefit of their respective Affiliates and
any person acting on their behalf) and are irrevocable.
11. CERTAIN ERISA CONSIDERATIONS
Each holder of an Ordinary Share (and any transferee thereof)
shall be deemed to acknowledge, represent, warrant and agree that
(i) it is not, and for so long as such holder holds such Ordinary
Share will not be, (A) an "employee benefit plan" (within the
meaning of Section 3(3) of the U.S. Employee Retirement Income
Security Act of 1974, as amended ("ERISA")) that is subject to Part
4 of Subtitle B of Title I of ERISA, (B) a "plan" (within the
meaning of Section 4975(e)(1) of the U.S. Internal Revenue Code of
1986, as amended (the "Code")) that is subject to Section 4975 of
the Code, (C) a "benefit plan investor" within the meaning of
Section 3(42) of ERISA, (D) any other employee benefit plan or plan
that is subject to U.S. Federal, state or local laws or regulations
or non-U.S. laws or regulations, which are similar in purpose and
intent to Section 406 of ERISA or Section 4975 of the Code
("Similar Laws"), or (E) any other entity, account or other person
the assets of which constitute (or are deemed to constitute) the
assets of such an employee benefit plan or plan for purposes of
Title I of ERISA, Section4975of the Code or any Similar Laws (each,
a "Plan Investor"), and (ii) it shall not sell or otherwise
transfer such Ordinary Share or any interests therein to any Plan
Investor. Notwithstanding anything herein to the contrary, Plan
Investors shall not be permitted to directly or indirectly acquire
or hold any Ordinary Shares or any interests therein.
12. MISCELLANEOUS
12.1. Each Placee agrees to be bound by the constitution of the
Company once the Ordinary Shares, which the Placee has agreed to
subscribe for pursuant to the Proposed Placing, have been acquired
by the Placee.
12.2. The Joint Bookrunners and the Company expressly reserve
the right to modify the terms and conditions of, and arrangements
in respect of, the Proposed Placing (including, without limitation,
its timetable and settlement) at any time before allocations are
determined thereunder.
12.3. In the case of a joint agreement to subscribe for Ordinary
Shares under the Proposed Placing, references to a "Placee" are to
each of the placees who are a party to that joint agreement and
their liability is joint and several
12.4. If the Joint Bookrunners, the Nomad, the Euronext Growth
Adviser, the Placing Agent, the Company, the Registrar or any of
their respective agents request any information (a) in connection
with a Placee's agreement to subscribe for Ordinary Shares under
the Proposed Placing or (b) to comply with any relevant
legislation, rule or regulation, such Placee must promptly disclose
such information to the Joint Bookrunners, the Company, the Nomad,
the Euronext Growth Adviser, the Placing Agent and/or the Registrar
(as the case may be).
12.5. No claim shall be made against the Company, the Joint
Bookrunners, their respective Affiliates or any other person acting
on behalf of any of such persons by a Placee to recover any damage,
cost, charge or expense which it may suffer or incur by reason of
or arising from the carrying out by it of the work to be done by it
pursuant hereto or the performance of its obligations hereunder or
otherwise in connection with the Proposed Placing.
12.6. The acknowledgements, agreements, undertakings,
representations and warranties referred to above may be waived or
modified in whole or in part in respect of any Placee with the
prior agreement of the Company and the Joint Bookrunners.
12.7. No Irish or United Kingdom stamp duty or stamp duty
reserve tax should be payable to the extent that the Placing Shares
are issued or deposited (as the case may be) into the Euroclear
System to or with, or to or with the nominee of, a Placee who holds
those shares beneficially (and not as agent or nominee for any
other person) within the Euroclear System and registered in the
name of such Placee or such Placee's nominee.
12.8. Any arrangements to issue or transfer the Placing Shares
into a depositary receipts system or a clearance service or to hold
the Placing Shares as agent or nominee of a person to whom a
depositary receipt may be issued or who will hold the Placing
Shares in a clearance service, or any arrangements subsequently to
transfer the Placing Shares, may give rise to stamp duty and/or
stamp duty reserve tax, for which neither the Company nor the Joint
Bookrunners will be responsible and the Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Proposed Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such stamp duty or stamp duty reserve tax undertakes
to pay such stamp duty or stamp duty reserve tax forthwith and to
indemnify on an after-tax basis and to hold harmless the Company
and the Joint Bookrunners in the event that any of the Company
and/or the Joint Bookrunners have incurred any such liability to
stamp duty or stamp duty reserve tax.
12.9. In addition, Placees should note that they will be liable
for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside Ireland and the UK by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares.
12.10. Each Placee acknowledges that the Placing Shares shall
not qualify for the dividend in respect of Q1 2021 announced by the
Company on 8 April 2021.
12.11. Each Placee, and any person acting on behalf of the
Placee, acknowledges that the Joint Bookrunners, the Nomad, the
Euronext Growth Adviser, and the Placing Agent do not owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
12.12. Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Joint Bookrunners or any of its
Affiliates or any person acting on their behalf may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares.
12.13. The rights and remedies of the Joint Bookrunners, the
Nomad, the Euronext Growth Adviser, the Placing Agent 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 or partial exercise of
one will not prevent the exercise of others.
12.14. Each Placee may be asked to disclose in writing or orally to the Joint Bookrunners:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
12.15. All documents provided by, or on behalf of, a Placee in
connection with the Proposed Placing will be sent at the Placee's
risk. They may be returned by post to a Placee at the address
notified by such Placee.
12.16. The contract to subscribe for Ordinary Shares under the
Proposed Placing and the appointments and authorities mentioned in
this document will be governed by, and construed in accordance
with, the laws of Ireland. For the exclusive benefit of the
Company, the Joint Bookrunners and the Registrar, each Placee
irrevocably submits to the exclusive jurisdiction of the courts of
Ireland in relation to all disputes and claims arising out of, or
in connection with, the contract to subscribe for Ordinary Shares
or its formation (including on-contractual disputes or claims) and
waives any objection to proceedings in any such court on the ground
of venue or on the ground that proceedings have been brought in an
inconvenient forum. This does not prevent an action being taken
against a Placee in any other jurisdiction.
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END
IOEEANLSFENFEFA
(END) Dow Jones Newswires
April 16, 2021 02:00 ET (06:00 GMT)
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