TIDMFOXT
RNS Number : 0042K
Foxtons Group PLC
17 April 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
17 April 2020
Foxtons Group plc
Proposed placing of new ordinary shares
Foxtons Group plc ("Foxtons" or the "Company") today announces
its intention to carry out a placing to raise up to approximately
GBP22.0 million through the issue of up to 54,993,367 new ordinary
shares in the capital of the Company (the "Placing Shares"),
representing up to approximately 19.9 per cent. of the Company's
existing issued ordinary share capital (the "Placing") at a price
of 40 pence per Placing Share (the "Placing Price"). The Placing
Price represents a premium of approximately 4.2 per cent. to the
closing mid-market price of 38.4 pence per ordinary share on 16
April 2020.
The Placing is being conducted through an accelerated bookbuild
(the "Bookbuild") which will be launched immediately following the
release of this announcement. Numis Securities Limited ("Numis") is
acting as sole bookrunner in connection with the Placing.
Q1 trading statement and update on management actions in
response to Covid-19
In addition to announcing the Placing, the Company has today
issued a Q1 trading statement and an update on management actions
in response to Covid-19 (the "Q1 Trading Statement") .
Reasons for the Placing
As at 31 March 2020, Foxtons had a cash balance of GBP21.9m,
including the fully drawn revolving credit facility ("RCF") of
GBP5.0m. At that date, approximately GBP7.0m of this cash related
to creditor payments that were subject to negotiations regarding
payment terms and discounts, as discussed in the Q1 Trading
Statement.
Uncertainty around the scale, duration and impact of the
Covid-19 pandemic on London property markets means it is impossible
at this time, with a reasonable degree of precision, to determine
the impact on the performance of the Company and its subsidiaries
(the "Group"), particularly for the remainder of the financial year
to 31 December 2020. Instead, Foxtons has analysed a broad range of
potential scenarios, primarily based on assumptions of the period
of lockdown restrictions in London and the time period that it
might subsequently take for the residential sales and lettings
markets in London to recover to more normal levels of activity.
Foxtons has included in the scenarios estimates of the financial
impact of the mitigating actions set out in the Q1 Trading
Statement.
Although the Company's relatively strong net cash position is
sufficient to support its current operations in a number of
scenarios, it could potentially face a liquidity gap in the event
of a reasonable worst case scenario emerging involving a protracted
period of lockdown until the end of August, followed by a slow
recovery in London property markets.
Rather than implement further cost reduction measures that could
damage the Company's long term operational capacity or seek further
borrowings, the Company announces its intention to carry out the
Placing. The net proceeds from the Placing will be used to repay in
full the RCF and to provide sufficient liquidity and flexibility to
support the business through Foxtons' reasonable worst case
scenario and to help it exit the anticipated period of disruption
in a strong financial position in the event of less pessimistic
outcomes.
In addition, the Placing, if completed would:
-- avoid necessitating decisions being made for short-term
liquidity or cash management reasons that may cause detriment to
Foxtons ' long term prospects, and give the Company the flexibility
to restructure its business in the case of a prolonged
downturn;
-- along with the management actions described in the Q1 Trading
Statement, enable Foxtons to retain a net cash position whilst
weathering a reasonable worst case scenario period of lockdown
restrictions in London until the end of August 2020 where the
Company has modelled a reduction in revenues for Q2 and Q3 2020 of
78% lower than the same period last year, with a slow recovery in
the sales and lettings markets in London by April 2021. As set out
in the Q1 Trading Statement, commissions earned by the Company
during the first three weeks following lockdown were only 47% lower
year on year;
-- in the circumstances where the London sales and lettings
markets recover sooner than the reasonable worst case scenario
described above, Foxtons will be well placed to strengthen further
its competitive advantage in the London residential sales market
and potentially take advantage of opportunities to acquire lettings
book portfolios. The Company would also consider returning any
excess cash to shareholders.
All Foxtons directors, both executive and non-executive, intend
to participate in the Placing.
The Company has consulted with a significant number of its major
institutional shareholders regarding the rationale of the proposed
Placing and its non pre-emptive nature. The Foxtons directors
believe that the Placing is in the best interests of shareholders
and wider stakeholders and will promote the success of the Company,
and this has been strengthened as a result of these discussions.
The Placing structure minimises costs and time to completion and
use of management time at an important and unprecedented time for
Foxtons.
Details of the Placing
Upon the terms of the Placing, Foxtons intends to place on a non
pre-emptive basis up to approximately 19.9 per cent. of the Company
' s existing issued ordinary share capital at the Placing Price.
The exact number of Placing Shares to be placed will be determined
by the Company and Numis at the close of the Bookbuild and
announced by the Company shortly thereafter. The timing of the
close of the Bookbuild and allocations are at the discretion of the
Company and Numis. The book will open with immediate effect
following the release of this announcement. Members of the public
are not entitled to participate in the Placing.
Applications will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the main market for
listed securities of the London Stock Exchange plc (together,
"Admission"). It is expected that Admission will take place at 8.00
a.m. (London time) on 22 April 2020.
The Placing is conditional upon, among other things, Admission
becoming effective. The Placing is also conditional upon the
placing agreement between the Company and Numis (the "Placing
Agreement") not being terminated in accordance with its terms.
The appendix to this announcement sets out further information
relating to the Bookbuild and the terms and conditions of the
Placing.
This announcement (including the appendix) should be read in its
entirety. In particular, you should read and understand the
information provided in the "Important Notices" section of this
announcement.
Contacts
Foxtons Group plc
Nic Budden, Chief Executive Officer
Richard Harris, Chief Financial
Officer
Numis Securities (Sole Bookrunner)
Richard Thomas +44 7823 449679
Jamie Loughborough +44 7500 011331
George De Felice +44 7701 341916
Teneo
Robert Morgan/Anthony Di Natale +44 7557 413275
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART
OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS.
This Announcement is not for public release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, the Republic of South
Africa, Japan or any other jurisdiction in which such release,
publication or distribution would be unlawful.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United
States, except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
United States and in compliance with any applicable securities laws
of any state or other jurisdiction of the United States. No public
offering of the Placing Shares is being made in the United
States.
No action has been taken by the Company or Numis Securities
Limited ("Numis") or any of their respective affiliates, or any of
its or their respective directors, officers, partners, employees,
advisers or agents (collectively, "Representatives") 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 restrictions
contained in this Announcement. 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. Persons distributing
any part of this Announcement must satisfy themselves that it is
lawful to do so.
This Announcement is directed at and is only being distributed
to: (a) persons in member states of the European Economic Area who
are "qualified investors", as defined in Article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation") ("Qualified Investors"), (b) persons in the United
Kingdom who (i) have professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") or are high net worth companies, unincorporated
associations or partnerships or trustees of high value trusts as
described in Article 49(2)(a) to (d) of the Order and (ii) are
Qualified Investors, or (c) otherwise, persons to whom it may
otherwise lawfully be communicated (each, a "Relevant Person"). No
other person should act on or rely on this Announcement and persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this Announcement, you
represent and agree that you are a Relevant Person. This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this Announcement or the Placing relates is available only to
Relevant Persons and will be engaged in only with Relevant
Persons.
No offering document, prospectus or prospectus "equivalent"
document will be made available in any jurisdiction in connection
with the matters contained or referred to in this Announcement or
the Placing and no such offering document, prospectus or prospectus
"equivalent" document is required (in accordance with the
Prospectus Regulation) to be published.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (Cth) ("Corporations Act") and
will not be lodged with the Australian Securities and Investments
Commission. No offer of shares is or will be made in Australia
pursuant to this Announcement, except to a person who is a
"sophisticated investor" within the meaning of section 708(8) of
the Corporations Act or a "professional investor" within the
meaning of section 708(11) of the Corporations Act. If any shares
are issued, they may not be offered for sale (or transferred,
assigned or otherwise alienated) to investors in Australia for at
least 12 months after their issue, except in circumstances where
disclosure to investors is not required under Part 6D.2 of the
Corporations Act.
Any offer and sale of the Placing Shares in Canada is being made
on a private placement basis only and is exempt from the
requirement that the Company prepares and files a prospectus under
applicable Canadian securities laws. Any resale of the Placing
Shares into Canada must be made in accordance with applicable
Canadian securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada. There will be no
public offering of the Placing Shares in Canada. This Announcement
does not contain all of the information that would normally appear
in a prospectus under applicable Canadian securities laws. No
securities commission or similar authority in Canada has reviewed
or in any way passed upon this Announcement or the merits of the
Placing Shares. Any representation to the contrary is an offense.
This Announcement is not, and under no circumstances is to be
construed as, a prospectus, an advertisement or a public offering
of the Placing Shares in Canada.
No offer and sale of Placing Shares is or will be made in
Canada, except to persons who are: (a) an "accredited investor"
within the meaning of Section 1.1 of National Instrument 45-106 -
Prospectus Exemptions ("NI 45-106") of the Canadian Securities
Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the
Placing Shares as principal for its own account, or is deemed to be
purchasing the Placing Shares as principal for its own account in
accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (b) such
person was not created or used solely to purchase or hold the
Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103
- Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103") of the Canadian Securities
Administrators; and (d) entitled under applicable Canadian
securities laws to purchase the Placing Shares without the benefit
of a prospectus under such securities laws.
The Placing Shares have not been and will not be registered
under the Financial Instruments and Exchange Law of Japan (as
amended) (the "FIEL") and no securities registration statement
under the FIEL has been filed. Accordingly, the Placing Shares may
not (unless an exemption of the registration requirement under the
FIEL is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Japan or to, or for the account or
benefit of any national, resident or citizen of Japan.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results, are
forward--looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward--looking statements. These forward-looking
statements, which may use words such as "aim", "anticipate",
"believe", "could", "intend", "estimate", "expect", "plan",
"project" or words of similar meaning or the negative thereof, are
not guarantees of future performance and are subject to known and
unknown risks and uncertainties. There are a number of factors
including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial
condition, performance or achievements to differ materially from
those expressed or implied by these 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 taxation or fiscal policy, future market conditions,
currency fluctuations, the behaviour of other market participants,
the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and
regulatory framework in which the Company operates or in economic
or technological trends or conditions, including inflation,
recession and consumer confidence, on a global, regional or
national basis. Given those risks and uncertainties, readers are
cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of
this Announcement. Each of the Company and Numis expressly
disclaims any obligation or undertaking to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise unless required to do so by
applicable law or regulation.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for the
Company and for no one else in connection with the Placing and will
not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing and will not
be responsible to anyone other than the Company for providing the
protections afforded to its clients or for giving advice in
relation to the Placing or any other matters referred to in this
Announcement.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of Numis (apart from the responsibilities or liabilities
that may be imposed by the Financial Services and Markets Act 2000,
as amended ("FSMA") or the regulatory regime established
thereunder) or by its affiliates or any of its or their respective
Representatives for the contents of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers or any other statement made
or purported to be made by or on behalf of Numis or any of its
affiliates or by any of its or their respective Representatives in
connection with the Company, the Placing Shares or the Placing and
any responsibility and liability whether arising in tort, contract
or otherwise therefor is expressly disclaimed. No representation or
warranty, express or implied, is made by Numis or any of its
affiliates or any of its or their respective Representatives as to
the accuracy, fairness, verification, completeness or sufficiency
of the information or opinions contained in this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. 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. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult with his or her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial periods would necessarily match or
exceed the historical published earnings per share of the
Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the main
market for listed securities of the London Stock Exchange.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendix) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in the
Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
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.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis will only procure investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF
REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"))
("QUALIFIED INVESTORS"), (B) PERSONS IN THE UNITED KINGDOM WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO
FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES
OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE
ORDER AND (II) ARE QUALIFIED INVESTORS, AND (C) OTHERWISE, TO
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO
(EACH, A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND
AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE
AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR
ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE
FILED. THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN)
DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR
IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (THE
"FIEL") AND NO SECURITIES REGISTRATION STATEMENT UNDER THE FIEL HAS
BEEN FILED. ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN
EXEMPTION OF THE REGISTRATION REQUIREMENT UNDER THE FIEL IS
APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN OR INTO JAPAN OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF ANY NATIONAL, RESIDENT OR CITIZEN OF JAPAN.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL,
BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE
PLACING SHARES.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of the Placing Shares (as defined below) by
making an oral or written offer to acquire Placing Shares,
including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given ("Placees"), will be
deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties, indemnities,
acknowledgements, undertakings and agreements, contained in this
Appendix. In particular, each such Placee represents, warrants,
acknowledges and agrees that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
Announcement;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement
(including this Appendix);
4. it understands that the Placing Shares have not been and will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold or transferred, directly
or indirectly, within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States;
5. it and the person(s), if any, for whose account or benefit it
is acquiring the Placing Shares are either (a)(i) outside the
United States and will be outside the United States at the time the
Placing Shares are acquired by it and (ii) acquiring the Placing
Shares in an "offshore transaction" within the meaning of
Regulation S; or (b) a "qualified institutional buyer" as defined
in Rule 144A ("Rule 144A") under the Securities Act (a "QIB") who
has executed and delivered to Foxtons Group plc (the "Company") and
Numis Securities Limited ("Numis") a US investor letter
substantially in the form provided to it; and
6. the Company and Numis will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and
agreements.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
No representation is made by Numis to any Placees regarding an
investment in the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into an agreement (the "Placing
Agreement") with Numis under which, subject to the conditions set
out therein, Numis has agreed, as agent for and on behalf of the
Company, to use its reasonable endeavours to procure Placees for
new ordinary shares of one penny each in the capital of the Company
(the "Placing Shares"), representing up to approximately 19.9 per
cent. of the Company's existing issued ordinary share capital, at
40 pence per Placing Share (the "Placing Price"), and to the extent
that any Placee defaults in paying the Placing Price in respect of
any of the Placing Shares allocated to it, Numis has agreed to
subscribe for such Placing Shares at the Placing Price. Numis is
acting as sole bookrunner in connection with the Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of one penny each in the capital of the Company (the
"Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares.
The issue of the Placing Shares is to be effected by way of a
cash box placing. The Company will allot the Placing Shares to
Placees in consideration for the transfer to the Company by Numis
of certain shares in a Jersey incorporated subsidiary of the
Company, certain of which shares in the Jersey company Numis shall
be obliged to subscribe for using the proceeds of the Placing (net
of any agreed commission and expenses).
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to listing on the
premium listing segment of the Official List of the FCA (the
"Official List") and to London Stock Exchange plc (the "London
Stock Exchange") for admission of the Placing Shares to trading on
its main market for listed securities (together, "Admission").
It is expected that Admission will become effective at or around
8.00 a.m. on 22 April 2020 and that dealings in the Placing Shares
will commence at that time.
Bookbuild
Numis will today commence the bookbuilding process in respect of
the Placing (the "Bookbuild") to determine demand for participation
in the Placing by Placees. This Appendix gives details of the terms
and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
Numis and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Participation in, and principal terms of, the Placing
1. Numis is acting as sole bookrunner and agent of the Company
in connection with the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Numis. Numis and its agents and affiliates are each entitled to
enter bids in the Bookbuild as principal.
3. The Bookbuild, if successful, will establish the number of
Placing Shares to be issued by the Company pursuant to the Placing,
which will be agreed between Numis and the Company following
completion of the Bookbuild. The number of Placing Shares will be
announced on a FCA-listed regulatory information service (a
"Regulatory Information Service") following the completion of the
Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at Numis. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the
Placing Price (being, 40 pence per Placing Share). Bids may be
scaled down by Numis on the basis referred to in paragraph 11
below.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with Numis'
consent, will not be capable of variation or revocation after the
time at which it is submitted. Each Placee's obligations will be
owed to the Company and Numis. Each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to
Numis as agent of the Company, to pay in cleared funds immediately
on the settlement date, in accordance with the registration and
settlement requirements set out below, an amount equal to the
product of the Placing Price and the number of Placing Shares such
Placee has agreed to subscribe for and the Company has agreed to
allot to them.
6. The Bookbuild is expected to close later today, but may be
closed earlier or later at the absolute discretion of Numis. Numis
may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between
Numis and the Company and will be confirmed orally by Numis (as
agent of the Company) following the close of the Bookbuild. This
oral confirmation to such Placee will constitute an irrevocable
legally binding commitment upon that person (who will at that point
become a Placee) in favour of Numis and the Company to subscribe
for the number of Placing Shares allocated to it at the Placing
Price on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association and each
Placee will be deemed to have read and understood this Announcement
(including this Appendix) in its entirety.
8. All obligations under the Bookbuild and Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
9. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
10. Each prospective Placee's allocation and commitment will be
evidenced by a contract note or trade confirmation issued to such
Placee by Numis. The terms of this Appendix will be deemed
incorporated by reference therein.
11. Subject to paragraphs 4 and 5 above, Numis may choose to
accept bids, either in whole or in part, on the basis of
allocations determined in agreement with the Company and may scale
down any bids for this purpose on such basis as it may determine.
Numis may also, notwithstanding paragraphs 4 and 5 above, subject
to the prior consent of the Company (i) allocate Placing Shares
after the time of any initial allocation to any person submitting a
bid after that time; and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that
time. The Company reserves the right (upon the agreement of Numis)
to reduce or seek to increase the amount to be raised pursuant to
the Placing.
12. Except as required by law or regulation, no press release or
other announcement will be made by Numis or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
13. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
14. To the fullest extent permissible by law, neither Numis nor
the Company or any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Numis nor
the Company or any of their respective affiliates, agents,
directors, officers or employees shall have any liability
(including to the fullest extent permissible by law, any fiduciary
duties) in respect of Numis' conduct of the Bookbuild or of such
alternative method of effecting the Placing as Numis and the
Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of Numis under the Placing Agreement in
respect of the Placing Shares are conditional on, inter alia:
1. each of the representations and warranties of the Company
contained in the Placing Agreement being true and accurate and not
misleading on the date of the Placing Agreement and at all times
before Admission;
2. the Company complying with its obligations under the Placing
Agreement, so far as the same fall to be performed or satisfied on
or prior to Admission;
3. agreement being reached between the Company and Numis on the
number of Placing Shares to be issued pursuant to the Placing;
4. there not having occurred or been disclosed any Material
Adverse Change (as such term is defined in the Placing
Agreement);
5. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the terms of the Placing Agreement;
and
6. Admission taking place by not later than 8.00 a.m. (London time) on 22 April 2020.
Numis has a discretion to waive compliance with certain of the
conditions and/or agree an extension in time for their
satisfaction.
If (a) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by Numis) or become
incapable of fulfilment on or before the date or time specified for
the fulfilment thereof (or such later date and/or time as Numis may
agree); or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither Numis nor any of its affiliates, agents, directors,
officers or employees 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 they may make as to whether or not to
waive or to extend the time and/or the date for the satisfaction of
any condition to the Placing nor for any decision they may make as
to the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is in the absolute discretion of Numis.
Lock-up
The Company has undertaken that it will not, and will procure
that none of its subsidiaries will, at any time between the date of
the Placing Agreement and the date which is 180 calendar days after
the date of the Placing Agreement without the prior written consent
of Numis (such consent not to be unreasonably delayed or withheld),
(i) issue, allot, offer, sell, contract to sell, lend, pledge,
grant any option or contract to purchase, purchase any option or
contract to sell, grant, any option, right or warrant to purchase,
lend or otherwise transfer or dispose of, directly or indirectly,
any Ordinary Shares or other shares in the capital of the Company
or any securities convertible into or exchangeable for Ordinary
Shares or other shares in the capital of the Company; or (ii) enter
into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of
Ordinary Shares or other shares in the capital of the Company,
whether any such transaction described in (i) or (ii) above is to
be settled by delivery of Ordinary Shares or other shares in the
capital of the Company or such other securities, in cash or
otherwise, provided the foregoing shall apply to (a) the issue of
the Placing Shares and (b) the operation, in the ordinary course,
of employee share schemes in existence at the date of the Placing
Agreement.
Right to terminate under the Placing Agreement
At any time before Admission, Numis is entitled to terminate the
Placing Agreement in the following circumstances, amongst others:
(i) if any of the Company's warranties or representations are not
or cease to be true and accurate or have become misleading; or (ii)
if any of the conditions have not been satisfied (or waived by
Numis) by the date specified therein; or (iii) in the good faith
opinion of Numis, there shall have occurred any Material Adverse
Change (as defined in the Placing Agreement); or (iv) the
occurrence of a force majeure or market disruption event, each, as
specified in the Placing Agreement.
Upon notice being given to the Company, the parties to the
Placing Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Numis of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of Numis,
and that it does not need to make any reference to, consult with,
or seek consent from, Placees and that Numis shall have no
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus
No offering document, prospectus or prospectus "equivalent"
document has been or will be submitted to be approved by the FCA or
submitted to the London Stock Exchange or in any other jurisdiction
in relation to the Placing and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement (including this Appendix) released by the Company
today and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to
the date of this Announcement, and subject to the further terms set
forth in the contract note or trade confirmation to be provided to
individual prospective Placees. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information, representation, warranty or statement made by or on
behalf of the Company, Numis or any other person and neither Numis
nor the Company nor any of their respective affiliates will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which
the Placee may have obtained or received. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. Nothing in this paragraph
shall exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, subject to
certain exceptions. Numis and the Company reserve the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form if delivery or
settlement is not possible or practicable within the CREST system
or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or trade
confirmation stating the number of Placing Shares to be allocated
to it at the Placing Price and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with
Numis.
The Company will deliver the Placing Shares to a CREST account
operated by Numis as agent for and on behalf of the Company, and
Numis will enter its delivery (DEL) instruction into the CREST
system. Numis will hold any Placing Shares delivered to this
account as nominee for the Placees until settlement in accordance
with its standing settlement instructions. The input to CREST by a
Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement will be on 22 April 2020 on a T+3
basis and on a delivery versus payment basis in accordance with the
instructions set out in the contract note or trade
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Numis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Numis may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the account and benefit of Numis, an amount equal
to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties thereon) or other similar taxes imposed in
any jurisdiction which may arise upon the sale of such Placing
Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any circumstances in which any other stamp duty or
stamp duty reserve tax (and/or any interest, fines or penalties
relating thereto) is payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement
to transfer Placing Shares), neither Numis 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 Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Numis and the
Company, in each case as a fundamental term of its application for
Placing Shares, that:
1. it has read and understood this Announcement in its entirety
and that its acquisition of Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and it undertakes not to
redistribute or duplicate this Announcement and that it has not
relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Bookbuild, the Placing,
the Company, the Placing Shares or otherwise;
2. no offering document, prospectus or prospectus "equivalent"
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
prospectus "equivalent" document or other offering document in
connection with the Bookbuild, the Placing, the Company or the
Placing Shares;
3. the Placing does not constitute a recommendation or financial
product advice and Numis has not had regard to its particular
objectives, financial situation and needs;
4. it has neither received nor relied on any "inside
information" as defined in the EU Market Abuse Regulation (EU) No.
596/2014 ("MAR") concerning the Company or its shares or other
securities or related financial instruments in accepting its
invitation to participate in the Placing;
5. it has the power and authority to carry on the activities in
which it is engaged, to subscribe and/or acquire Placing Shares and
to execute and deliver all documents necessary for such
subscription and/or acquisition;
6. neither Numis nor the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and none of them will
provide, it with any material regarding the Placing Shares or the
Company or any other person other than this Announcement, nor has
it requested any of Numis, the Company or any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such material;
7. it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on this Announcement and
any information publicly announced to a Regulatory Information
Service by or on behalf of the Company on or prior to the date of
this Announcement (the "Publicly Available Information"); (ii) the
Company's Ordinary Shares are listed on the Official List and the
Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
the London Stock Exchange and relevant regulatory authorities (the
"Exchange Information"), which includes a description of the nature
of the Company's business, most recent balance sheet and profit and
loss account, and similar statements for preceding years, and it
has reviewed such Exchange Information as it has deemed necessary
or that it is able to obtain or access the Exchange Information
without undue difficulty; and (iii) it has had access to such
financial and other information (including the business, financial
condition, prospects, creditworthiness, status and affairs of the
Company, the Placing and the Placing Shares, as well as the
opportunity to ask questions) concerning the Company, the Placing
and the Placing Shares as it has deemed necessary in connection
with its own investment decision to acquire any of the Placing
Shares and has satisfied itself that the information is still
current and relied on that investigation for the purposes of its
decision to participate in the Placing;
8. neither the Company nor Numis nor any of their respective
affiliates has made any warranties or representations to it,
express or implied, with respect to the Company, the Placing and
the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information or the Exchange Information, and
each of them expressly disclaims any liability in respect thereof;
and (ii) it will not hold Numis or any of its affiliates
responsible for any misstatements in or omissions from any Publicly
Available Information or any Exchange Information. Nothing in this
paragraph or otherwise in this Announcement excludes the liability
of any person for fraudulent misrepresentation made by that
person;
9. the content of this Announcement is exclusively the
responsibility of the Company and that neither Numis nor any of its
affiliates, agents, directors, officers or employees or any person
acting on its behalf has or shall have any liability for any
information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is contained in this Announcement and
any Publicly Available Information including (without limitation)
the Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given, investigation made or representations,
warranties or statements made by Numis or the Company or any of
their respective affiliates, agents,
directors, officers or employees or any person acting on its or
their behalf and neither Numis nor the Company nor any of their
respective affiliates, agents, directors, officers or employees
will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement;
10. in making any decision to take up Placing Shares, it has
such knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of taking up the Placing Shares. It further
confirms that it is experienced in investing in securities of a
similar nature to the Ordinary Shares and in the sector in which
the Company operates and is aware that it may be required to bear,
and is able to bear, the economic risk of participating in, and is
able to sustain a complete loss in connection with, the Placing. It
further confirms that it relied on its own examination and due
diligence of the Company and its associates taken as a whole, and
the terms of the Placing, including the merits and risks involved,
and not upon any view expressed or information provided by or on
behalf of Numis;
11. it and each account it represents is not and, at the time
the Placing Shares are acquired, will not be, (unless paragraphs
12, 13 or 14 below applies) a resident of Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
it is unlawful to make or accept an offer to acquire the Placing
Shares, and it and each account it represents is either (1)(a)
outside the United States and will be outside the United States at
the time the Placing Shares are acquired by it and (b) acquiring
the Placing Shares in an "offshore transaction" within the meaning
of Regulation S; or (2) a QIB who has executed and delivered to the
Company and Numis a US investor letter substantially in the form
provided to it; and (ii) it is not acquiring any of the Placing
Shares as a result of any form of "directed selling efforts" within
the meaning of Regulation S or as a result of any form of "general
solicitation" or "general advertising" within the meaning of Rule
502(c) under the Securities Act;
12. if it is receiving the offer to acquire the Placing Shares
in Australia, it is a "sophisticated investor" within the meaning
of section 708(8) of the Australian Corporations Act 2001 (Cth)
(the "Corporations Act") or a "professional investor" within the
meaning of section 708(11) of the Corporations Act and the issue of
the Placing Shares to it under the Placing does not require a
prospectus or other form of disclosure document under the
Corporations Act, and it understands that no Placing Shares may be
offered for sale (or transferred, assigned or otherwise alienated)
to investors in Australia for at least 12 months after their issue,
except in circumstances where disclosure to investors is not
required under Part 6D.2 of the Corporations Act;
13. if it is receiving the offer to acquire the Placing Shares
in Canada, it is (i) an "accredited investor" within the meaning of
Section 1.1 of NI 45-106 or subsection 73.3(1) of the OSA, as
applicable, and it is either purchasing the Placing Shares as
principal for its own account, or it is deemed to be purchasing the
Placing Shares as principal for its own account in accordance with
applicable Canadian securities laws, for investment only and not
with a view to resale or redistribution; (ii) it was not created or
used solely to purchase or hold the Placing Shares as an accredited
investor under NI 45-106; (iii) a "permitted client" within the
meaning of NI 31-103; (iv) entitled under applicable Canadian
securities laws to purchase the Placing Shares without the benefit
of a prospectus under such securities laws; and (v) if required by
applicable Canadian securities laws, it will execute, deliver and
file or assist the Company in obtaining and filing such reports,
undertakings and other documents relating to the purchase of the
Placing Shares by it as may be required by any Canadian securities
commission or other regulatory authority;
14. if it is receiving the offer to acquire the Placing Shares
in Japan, it is a "qualified institutional investor" as defined in
the Cabinet Ordinance Concerning Definitions under Article 2 of the
FIEL;
15. it understands, and each account it represents has been
advised, that the Placing Shares have not been and will not be
registered or qualified for distribution by way of a prospectus
under the securities legislation of the United States, Australia,
Canada, the Republic of South Africa, Japan and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
distributed or delivered or transferred, directly or indirectly,
within or into those jurisdictions;
16. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be
registered under the Securities Act or with any regulatory
authority of any other state or other jurisdiction of the United
States; (ii) the Placing Shares are being offered and sold only (a)
to persons reasonably believed to be QIBs in transactions exempt
from, or not subject to, the registration requirements of the
Securities Act or (b) in an "offshore transaction" within the
meaning of and pursuant to Regulation S under the Securities Act;
and (iii) the Placing Shares may only be reoffered or resold in
transactions exempt from, or not subject to, the registration
requirements of the Securities Act and no representation has been
made as to the availability of any exemption under the Securities
Act or any relevant state or other jurisdiction's securities laws
for the reoffer, resale, pledge or transfer of the Placing
Shares;
17. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States or Canada;
18. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
19. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services);
20. it has complied with its obligations under MAR and any
delegating acts, implementing acts, technical standards and
guidelines thereunder, and in connection with money laundering and
terrorist financing, under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (as amended) (the
"Regulations") and the Money Laundering Sourcebook of the FCA and,
if making payment on behalf of a third party, satisfactory evidence
has been obtained and recorded by it to verify the identity of the
third party as required by the Regulations;
21. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation: (a) any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in any member
state of the EEA other than to Qualified Investors or persons in
the United Kingdom other than Relevant Persons, or in circumstances
in which the prior consent of Numis has been given to each such
proposed offer or resale; or (b) where Placing Shares will be
acquired by it on behalf of persons in any member state of the EEA
other than Qualified Investors or persons in the United Kingdom
other than Relevant Persons, the offer of those Placing Shares will
not be treated under the Prospectus Regulation as having been made
to such persons;
22. if it is in the United Kingdom, it and any person acting on
its behalf falls within Article 19(5) and/or Article 49(2)(a) to
(d) of the Order and undertakes that it will acquire, hold, manage
and (if applicable) dispose of any Placing Shares that are
allocated to it for the purposes of its business only;
23. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA or the
United Kingdom except in circumstances falling within Article 1(4)
of the Prospectus Regulation which do not result in any requirement
for the publication of a prospectus pursuant to Article 1 of the
Prospectus Regulation;
24. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA")) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
25. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
26. if it is in a member state of the EEA, it is a "qualified
investor" within the meaning of the Prospectus Regulation;
27. that no action has been or will be taken by either the
Company or Numis or any person acting on behalf of the Company or
Numis that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action
for that purpose is required;
28. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or
Numis for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person). Each Placee agrees that the provisions of this
paragraph shall survive the resale of the Placing Shares by or on
behalf of any person for whom it is acting;
29. it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and it has fully observed such laws
and obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities and that it
has not taken any action or omitted to take any action which will
or may result in Numis, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
30. it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
31. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the terms
and conditions of this Announcement (including this Appendix) on
the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other persons or sold as Numis
may in its absolute discretion determine and without liability to
such Placee, and it will remain liable for any amount by which the
net proceeds of such sale falls short of the product of the Placing
Price and the number of Placing Shares allocated to it and may be
required to bear any stamp duty for stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms
set out or referred to in this Announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf;
32. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that Numis or the Company may call upon
it to acquire a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
33. neither Numis nor any of its affiliates, agents, directors,
officers or employees, nor any person acting on behalf of any of
them, is making any recommendations to it or advising it regarding
the suitability of any transactions it may enter into in connection
with the Placing and participation in the Placing is on the basis
that it is not and will not be a client of Numis and Numis has no
duties or responsibilities to it for providing the protections
afforded to its clients or customers or for giving advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
34. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself; or (ii) its nominee, as the
case may be. Neither Numis nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax or other
similar taxes resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to indemnify on an after-tax basis and hold harmless the Company,
Numis and their respective affiliates, agents, directors, officers
and employees in respect of the same on an after-tax basis on the
basis that the Placing Shares will be allotted to the CREST stock
account of Numis who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
35. it will indemnify and hold harmless the Company, Numis and
their respective affiliates, agents, directors, officers and
employees from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
36. in connection with the Placing, Numis and any of its
affiliates acting as an investor for its own account may acquire
Placing Shares and in that capacity may acquire, retain, purchase
or sell for its own account such Ordinary Shares in the Company and
any securities of the Company or related investments and may offer
or sell such securities or other investments otherwise than in
connection with the Placing. Numis does not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so;
37. its commitment to take up Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the future be made to
the terms and conditions of the Placing and that Placees will have
no right to be consulted or require that their consent be obtained
with respect to the Company's or Numis' conduct of the Placing;
38. neither the Company nor Numis owes any fiduciary or other
duties to any Placee in respect of any acknowledgements,
confirmations, representations, warranties, undertakings or
indemnities in the Placing Agreement;
39. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection with
such agreements) shall be governed by and construed in accordance
with the laws of England and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such agreements and such non-contractual
obligations, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by Numis in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange; and
40. the Company, Numis and their respective affiliates, agents,
directors, officers and employees and others will rely upon the
truth and accuracy of the acknowledgements, representations,
warranties, indemnities, undertakings and agreements set forth
herein and which are given to Numis on its own behalf and on behalf
of the Company and are irrevocable and it irrevocably authorises
the Company and Numis to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein. It agrees that if any
of the acknowledgements, representations, warranties, undertakings
and agreements made in connection with its subscribing and/or
acquiring of Placing Shares is no longer accurate, it shall
promptly notify the Company and Numis.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement assumes, and is based on the warranty and
representation from each Placee, that the Placing Shares are not
being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor Numis will be
responsible and each Placee shall indemnify on an after-tax basis
and hold harmless the Company, Numis and their respective
affiliates, agents, directors, officers and employees for any stamp
duty or stamp duty reserve tax paid by them in respect of any such
arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify Numis accordingly.
Neither the Company nor Numis is liable to bear any capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable in or
outside the United Kingdom by any Placee or any other person on a
Placee's acquisition of any Placing Shares or the agreement by a
Placee to acquire any Placing Shares. Each Placee agrees to
indemnify on an after-tax basis and hold harmless the Company,
Numis and their respective affiliates, agents, directors, officers
and employees from any and all interest, fines or penalties in
relation to any such duties or taxes to the extent that such
interest, fines or penalties arise from the unreasonable default or
delay of that Placee or its agent.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify Numis accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that Numis and/or any of its affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares. Each Placee
acknowledges and is aware that Numis is receiving a fee in
connection with its role in respect of the Placing as detailed in
the Placing Agreement. When a Placee or person acting on behalf of
the Placee is dealing with Numis any money held in an account with
Numis on behalf of the Placee and/or any person acting on behalf of
the Placee will not be treated as client money within the meaning
of the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from Numis' money in accordance with the
client money rules and will be used by Numis in the course of its
own business; and the Placee will rank only as a general creditor
of Numis.
The rights and remedies of Numis and the Company under these
terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
All times and dates in this Announcement may be subject to
amendment by Numis (in its absolute discretion). Numis shall notify
the Placees and any persons acting on behalf of the Placees of any
changes.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, Numis or their respective affiliates,
agents, directors, officers and employees pursuant to this
Announcement where the payment (or any part thereof) is chargeable
to any tax, a basis such that the amount so payable shall be
increased so as to ensure that after taking into account any tax
chargeable (or which would be chargeable but for the availability
of any relief unrelated to the loss, damage, cost, charge, expense
or liability against which the indemnity is given on such amount
(including on the increased amount)) there shall remain a sum equal
to the amount that would otherwise have been so payable.
LEI: 5493001HCMG6R1MYKC59
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEFZGMDKNDGGZG
(END) Dow Jones Newswires
April 17, 2020 02:01 ET (06:01 GMT)
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