TIDMCPG
RNS Number : 3184N
Compass Group PLC
19 May 2020
Compass Group PLC LEI: 2138008M6MH9OZ6U2T68
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR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.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Compass Group PLC Press Release
19 May 2020
Proposed Placing of New Ordinary Shares
Compass Group PLC ("Compass", the "Group" or the "Company"), the
world's leading food service company, announces its intention to
raise new equity to reduce leverage, enhance liquidity and
strengthen its position into recovery through a non--pre--emptive
placing of new ordinary shares (the "Placing Shares") of 11 1/20
pence each in the capital of the Company (the "Placing").
In conjunction with the Placing, directors and members of the
senior management team of the Company intend to subscribe (the
"Subscription") for new ordinary shares in the capital of the
Company (the "Subscription Shares") at the Placing Price (as
defined below) and to contribute approximately GBP1.1m in total. In
addition to the Placing and the Subscription, there will be an
offer made by the Company on the PrimaryBid platform of new
ordinary shares in the capital of the Company (the "Retail Offer
Shares") at the Placing Price (the "Retail Offer"), to provide
retail investors with an opportunity to participate. A separate
announcement will be made shortly regarding the Retail Offer and
its terms. The Company intends to raise gross proceeds of
approximately GBP2.0bn through the Placing, the Subscription and
the Retail Offer.
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuilding Process") which will be
launched immediately following this announcement. The Placing is
subject to the terms and conditions set out in Appendix 1 to this
announcement (which forms part of this Announcement, such
announcement and its Appendices together being this
"Announcement"). The Subscription Shares will be subscribed for on
the basis agreed pursuant to subscription letters with the Company,
rather than pursuant to the terms and conditions of the Placing
contained in Appendix 1 to this Announcement.
Interim Results, Trading Update & Further Detail on COVID-19
Response Strategy
Compass has separately today published its interim results
statement and interim results presentation (together the "Interim
Results") outlining the Company's trading for the six-month period
ended March 31, 2020. Within the Interim Results, Compass has
included an update on trading observed since period end, which
provides specific commentary on market conditions following
lockdown measures imposed by governments across Compass' key
markets. The Interim Results reflect a period of strong trading in
the five months to February and also provide further details of
actions taken by the Group to mitigate the disruption brought about
by the COVID-19 pandemic. This includes monthly cost savings of
GBP500m, a reduction in capex in H2 by GBP200m, a pause in
acquisitions and the previously announced suspension of dividend
payments.
As previously announced, Compass has successfully obtained
waivers from its US Private Placement investors for its leverage
covenant tests in September 2020 and March 2021. The interest cover
test has been waived for September 2020 and there remains an
interest cover test of more than or equal to 3x on a 6 months
proforma basis for March 2021.
Compass has acted rapidly and decisively to reduce cost, improve
liquidity and strengthen its balance sheet. The measures announced
today will reduce leverage and allow Compass to invest in organic
and inorganic opportunities that will enhance its competitive
advantages and support growth in the medium to long term. We remain
confident in the long term structural growth opportunities and in
the ability for Compass to create value for all its
stakeholders.
This Announcement should be read in conjunction with the Interim
Results.
Reasons for the Placing
The net proceeds of the Placing will be used to strengthen the
Company's balance sheet and liquidity position, reducing leverage
to deal with the challenging environment and ensure Compass remains
resilient in the event of further negative developments in the
pandemic. These measures will enable Compass to invest in the
business to support long term growth, ensuring it is well
positioned for the eventual recovery.
Given the percentage of its existing share capital which Compass
is seeking to issue on a non-pre-emptive basis pursuant to the
Placing, the Subscription and the Retail Offer, members of its
Board of Directors and senior management have consulted with the
Company's major shareholders ahead of the release of this
Announcement. The Placing structure has been chosen as it minimises
cost, time to completion and use of management time at an important
and unprecedented time for Compass. The consultation has confirmed
the Board's view that the Placing is in the best interests of
shareholders, as well as wider stakeholders in Compass.
A presentation has been made available on the Company's website
which contains further information relevant to the Placing.
Details of the Placing
Goldman Sachs International ("Goldman Sachs"), Morgan Stanley
& Co. International plc ("Morgan Stanley") and Barclays Bank
PLC ("Barclays"), are acting as joint global co-ordinators and
joint bookrunners (the "Joint Global Co-ordinators"), in connection
with the Placing. Merrill Lynch International ("BofA Securities")
is acting as joint bookrunner (together with Goldman Sachs, Morgan
Stanley and Barclays the "Joint Bookrunners" or the "Banks").
Morgan Stanley, Barclays and BofA Securities are also Compass'
Corporate Brokers.
The Placing is subject to the terms and conditions set out in
the Appendix 1 to this Announcement.
The Joint Bookrunners will commence the Bookbuilding Process
immediately following the release of this Announcement in respect
of the Placing. The price at which the Placing Shares are to be
placed (the "Placing Price") will be determined at the close of the
Bookbuilding Process.
The book will open with immediate effect following this
Announcement. The timing of the closing of the book, pricing and
allocations are at the absolute discretion of the Joint Global
Co-ordinators and the Company. Details of the Placing Price and the
number of Placing Shares and Subscription Shares will be announced
as soon as practicable after the close of the Bookbuilding Process.
The Subscription and the Retail Offer will be at the same price as
the Placing Price.
The Placing Shares and Subscription Shares, when issued, will be
fully paid and will rank pari passu in all respects with each other
and with the existing ordinary shares of the Company, including,
without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Applications will be made (i) to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares and the
Subscription Shares to the premium listing segment of the Official
List; and (ii) to London Stock Exchange plc (the "London Stock
Exchange" for admission of the Placing Shares and the Subscription
Shares to trading on its main market for listed securities
(together, "Admission").
Settlement for the Placing Shares and Subscription Shares and
Admission are expected to take place on or before 8.00 a.m. on 21
May 2020. The Placing and Subscription are conditional upon, among
other things, Admission becoming effective. The Placing and
Subscription are also conditional upon the placing agreement
between the Company and the Joint Bookrunners (the "Placing
Agreement") not being terminated in accordance with its terms prior
to Admission. Appendix 1 to this Announcement sets out further
information relating to the terms and conditions of the
Placing.
This announcement includes inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 and is being
released on behalf of Compass Group PLC by Alison Yapp, Group
General Counsel and Company Secretary.
Enquiries
Sandra Moura, Simon Bielecki & Agatha
Investors Donnelly, Compass +44 (0) 1932 573000
Tim Danaher & Fiona Micallef-Eynaud,
Press Brunswick +44 (0) 207 404 5959
Website www.compass-group.com
Goldman Sachs (Joint Global
Co-ordinator and Joint Bookrunner)
Anthony Gutman
Charlie Lytle
Jose Barreto +44 (0)20 7774 1000
Morgan Stanley (Joint Global
Co-ordinator, Joint Bookrunner
and Corporate Broker)
Paul Baker
Martin Thorneycroft
Melissa Godoy +44 (0)20 7425 8000
Barclays (Joint Global Co-ordinator,
Joint Bookrunner and Corporate
Broker)
Mark Astaire
Chris Madderson
Tom Macdonald +44 (0) 20 7623 2323
BofA Securities (Joint Bookrunner
and Corporate Broker)
Peter Luck +44(0) 20 7628 1000
This Announcement should be read in its entirety. In particular,
the information provided in the "Important Notices" section of this
Announcement should be read and understood.
Important Notices
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by each
of the Banks or by any of their respective affiliates or agents as
to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed at and my
only be communicated to (a) in the European Economic Area ("EEA"),
persons who are "qualified investors" within the meaning of Article
2(e) of Prospectus Regulation (Regulation (EU) 2017/1129)
("Qualified Investors"); and (b) in the United Kingdom, at
Qualified Persons who are also (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. Persons distributing this Announcement must
satisfy themselves that is lawful to do so. This Announcement is
for information purposes only and shall not constitute an offer to
sell or issue or the solicitation of an offer to buy, subscribe for
or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply
with this restriction may constitute a violation of the securities
laws of such jurisdictions. Persons needing advice should consult
an independent financial adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, any of
the Banks or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Company and each of the Banks to inform themselves
about and to observe any such restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 1933,
as amended (the "Securities Act") or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any state or any
other jurisdiction of the United States. The securities referred to
herein may not be offered and sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (B) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the securities referred to herein have been subject to a product
approval process, which has determined that such securities
referred to herein are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the securities referred
to herein may decline and investors could lose all or part of their
investment; the securities referred to herein offer no guaranteed
income and no capital protection; and an investment in the
securities referred to herein is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, each of the Banks will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the securities referred
to herein. Each distributor is responsible for undertaking its own
target market assessment in respect of the securities referred to
herein and determining appropriate distribution channels.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (each a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained in Appendix 1
to this Announcement and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
the macroeconomic and other impacts of COVID-19, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light
of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement
may not occur. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The
Company, its directors and each of the Banks each expressly
disclaim any obligation or undertaking to update or revise publicly
any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required to do so
by applicable law or regulation, the Listing Rules, the Market
Abuse Regulation, the Disclosure Guidance and Transparency Rules,
the rules of the London Stock Exchange or the FCA.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
Each of the Banks are authorised by the Prudential Regulatory
Authority and regulated in the United Kingdom by the Prudential
Regulation Authority and the Financial Conduct Authority. Each of
the Banks is acting exclusively for the Company and no one else in
connection with the Placing, the content of this Announcement and
other matters described in this Announcement. The Banks will not
regard any other person as their respective clients in relation to
the Placing, the content of this Announcement and other matters
described in this Announcement and will not be responsible to
anyone (including any placees) other than the Company for providing
the protections afforded to their respective clients or for
providing advice to any other person in relation to the Placing,
the content of this Announcement or any other matters referred to
in this Announcement.
In connection with the Placing, each of the Banks and any of
their affiliates, acting as investors for their own account, may
take up a portion of the shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts such shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or acquisition, placing or dealing by, each
of the Banks and any of their affiliates acting in such capacity.
In addition, each of the Banks and any of their affiliates may
enter into financing arrangements (including swaps, warrants or
contracts for differences) with investors in connection with which
each of the Banks and any of their respective affiliates may from
time to time acquire, hold or dispose of shares. None of the Banks
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Each of the Banks and their respective affiliates may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its affiliates for which they would have received customary
fees and commissions. Each of the Banks and their respective
affiliates may provide such services to the Company and/or its
affiliates in the future.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement. The Placing Shares to be
issued or sold pursuant to the Placing will not be admitted to
trading on any stock exchange other than the London Stock
Exchange.
Note to Editors
a) Compass Group PLC is the world's leading food service
company, which generated annual revenues of GBP25.2 billion in the
year to 30 September 2019. It operates in around 45 countries,
employs and engages over 600,000 people and serves over 5.5 billion
meals a year. The Group specialises in providing food and a range
of support services across the core sectors of Business &
Industry, Healthcare & Seniors, Education, Sports & Leisure
and Defence, Offshore & Remote, with an established brand
portfolio.
b) A copy of this release, together with all other recent
announcements and presentations can be found on
Compass Group's website at www.compass-group.com .
Appendix 1
Terms and Conditions of the Placing for invited placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING EXCEPT AS DISCLOSED IN THIS ANNOUNCEMENT UNDER "DETAILS OF
THE PLACING". THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN
THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN
(A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE SHARES
REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED
KINGDOM, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR
ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States, any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or
solicitation is unlawful. No public offering of securities will be
made in connection with the Placing in the United Kingdom, the
United States, any other Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, the Republic of
South Africa or Japan or in any jurisdiction in which such
publication or distribution is unlawful (each a "Restricted
Territory"). The distribution of this Announcement and the Placing
and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or by Goldman Sachs International ("Goldman Sachs"),
Morgan Stanley & Co. International plc ("Morgan Stanley"),
Barclays Bank PLC ("Barclays" and, together with Goldman Sachs and
Morgan Stanley, the "Joint Global Co-ordinators") or by Merrill
Lynch International ("BofA Securities" and, together with the Joint
Global Co-ordinators, the "Banks") or any of their respective
Affiliates, or any of their or their respective Affiliates'
directors, officers, employees, agents or advisers which would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes
are required by the Company and the Banks to inform themselves
about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
State securities commission or any other regulatory authority in
the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any
Bank or any of their respective Affiliates, or any of their or
their respective Affiliates' directors, officers, employees, agents
or advisers as to or in relation to, the accuracy or completeness
of this Announcement or any other written or oral information made
available to or publicly available to any party or its advisers,
and any liability therefore is expressly disclaimed.
The Banks are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to their clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement.
None of the Company or the Banks or their respective Affiliates,
or any of their or their respective Affiliates' directors,
officers, employees, agents or advisers makes any representation or
warranty, express or implied to any Placees regarding any
investment in the securities referred to in this Announcement under
the laws applicable to such Placees. Each Placee should consult its
own advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein .
In particular each such Placee represents, warrants and
acknowledges that:
a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
b) except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it and
any account with respect to which it exercises sole investment
discretion, is either (i) outside the United States subscribing for
the Placing Shares in an offshore transaction as defined in and in
accordance with Regulation S under the Securities Act or (ii) a
"qualified institutional buyer" as defined in Rule 144A under the
Securities Act ("Rule 144A"); and
c) if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
any Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the
Managers has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at in Appendix
2.
Bookbuild
Following this Announcement, the Banks will commence a
bookbuilding process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Members
of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as placing agents and joint bookrunners in
connection with the Placing. The Banks have entered an agreement
with the Company (the "Placing Agreement") under which, subject to
the conditions set out therein, the Banks, as agents for and on
behalf of the Company, will agree to use their respective
reasonable endeavours to procure Placees for the Placing Shares at
a price determined following completion of the Bookbuild and as set
out in the Placing Agreement, and to the extent that, following the
execution of the Terms of Placing (if executed) by all the parties
to the Placing Agreement, any Placee defaults in paying the Placing
Price in respect of any of the Placing Shares allocated to it, to
subscribe in their agreed proportions for such Placing Shares at
the Placing Price on the Closing Date.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Placing Price") and the final number of Placing
Shares will be decided at the close of the Bookbuild following the
execution of the terms of subscription by the Company and the Banks
(the "Terms of Placing"). The timing of the closing of the book,
pricing and allocations are at the discretion of the Company and
the Joint Global Co-ordinators. Details of the Placing Price and
the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid and will rank pari
passu in all respects with the existing Ordinary Shares (other than
treasury shares which are non-voting and do not qualify for
dividends), including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue. The Placing Shares will be issued
free of any encumbrances, liens or other security interests.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. Morgan Stanley
will subscribe for ordinary shares and redeemable preference shares
in Project Oscar Limited, a wholly owned subsidiary of the Company,
for an amount approximately equal to the gross proceeds of the
Placing. The Company will allot and issue the Placing Shares on a
non-pre-emptive basis to Placees in consideration for the transfer
of the ordinary shares and redeemable preference shares in Project
Oscar Limited that will be issued to Morgan Stanley.
Application for admission to trading
Applications will be made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to the premium
listing segment of the Official List of the FCA (the "Official
List") and to London Stock Exchange plc (the "London Stock
Exchange") for admission to trading of the Placing Shares on its
Main Market for listed securities ("Admission"). It is expected
that Admission will become effective at 8.00 a.m. on 21 May 2020
(or such later date as may be agreed between the Company and the
Joint Global Co-ordinators).
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company.
Participation will only be available to persons who may lawfully
be, and are, invited to participate by any of the Banks. Each of
the Banks and their respective Affiliates are entitled to enter
bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Banks by all Placees whose bids are
successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Joint Global
Co-ordinators and the Company following completion of the
Bookbuild. Any discount to the market price of the Ordinary Shares
will be determined in accordance with the FCA Listing Rules
published pursuant to Part IV of the FSMA and applicable
guidelines. The Placing Price will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of
the Banks. Each bid should state the number of Placing Shares which
the prospective Placee wishes to acquire either at the Placing
Price which is ultimately established by the Company and the Joint
Global Co-ordinators or at prices up to a price limit specified in
its bid. Bids may be scaled down by the Banks on the basis referred
to in paragraph 6 below.
4. The Bookbuild is expected to close no later than 5.00 p.m.
(London time) on 19 May 2020 but may be closed earlier or later, at
the discretion of the Joint Global Co-ordinators. The Banks may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed.
5. Each Placee's allocation will be confirmed to Placees orally
by the relevant Bank following the close of the Bookbuild, and a
contract note will be dispatched as soon as possible thereafter.
Subject to paragraph 7 below, the relevant Bank's oral confirmation
to such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a
Placee) in favour of such Bank and the Company, under which such
Placee agrees to acquire the number of Placing Shares allocated to
it and to pay the relevant Placing Price on the terms and
conditions set out in this Appendix and in accordance with the
Company's articles of association.
6. Subject to paragraphs 2 and 3 above, the Joint Global
Co-ordinators will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation of
the Placing Shares and may scale down any bids for this purpose on
such basis as it may determine. The Banks may also, notwithstanding
paragraphs 2 and 3 above and subject to the prior consent of the
Company, (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The acceptance of offers
shall be at the absolute discretion of the Banks.
7. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the receipt, compliance
and/or execution (as may be applicable) by each Placee of or with
an investor representation letter (each an "Investor Representation
Letter") in the form provided to it by one of the Banks or its
Affiliates.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Bank's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bank (as agent of the Company), to
pay it (or as it may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
that such Placee has agreed to acquire. Such Placees' obligations
will be owed to the Company and to the relevant Bank. The Company
shall allot such Placing Shares to each Placee following each
Placee's payment to the relevant Bank of such amount.
9. Except as required by law or regulation, no press release or
other announcement will be made by any of the Banks or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Bank.
13. To the fullest extent permissible by law, none of the Banks,
the Company or any of their respective Affiliates shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Banks, nor the Company, nor any of their respective
Affiliates shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of
the Banks' conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Banks, their respective Affiliates
and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Banks' obligations under the Placing Agreement are
conditional on certain conditions, including:
a) the Terms of Placing having been executed by the Company and the Banks;
b) the publication by the Company of the results of the Placing
on a Regulatory Information Service (the "Pricing
Announcement");
c) the Company having complied with its obligations under the
Placing Agreement or under the terms or conditions of the Placing
which fall to be performed on or prior to Admission save where, in
the opinion of the Joint Global Co-ordinators, acting together and
in good faith, such non-compliance is not (singly or in the
aggregate) material in the context of the Placing or Admission;
d) other than certain announcements contemplated in connection
with the Placing and Admission, no supplementary announcement being
required to be published in connection with the Placing prior to
Admission other than would not, in the good faith opinion of the
Joint Global Co-ordinators (acting jointly), be expected to be
adverse to the Placing;
e) each of the warranties on the part of the Company in the
Placing Agreement being true and accurate and not misleading on the
date of the Placing Agreement, the time of execution of the Terms
of Placing and the date of the closing of the Placing as though
they had been given and made on such date by reference to the facts
and circumstances then subsisting;
f) the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement;
g) the option agreement and the subscription and transfer
agreement (the "Option Agreement and the Subscription and Transfer
Agreement") each having been duly executed and delivered by the
parties thereto and there having occurred no material default or
material breach of the terms thereof and the Option Agreement and
the Subscription and Transfer Agreement remaining in full force and
effect and no condition having become incapable of satisfaction;
and
h) Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on 21 May 2020 (or such later date as the
Company and the Joint Global Co-ordinators (acting jointly) may
agree in writing).
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Joint Global Co-ordinators by the
relevant time or date specified (or such later time or date as the
Company and the Joint Global Co-ordinators may agree); or (ii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by it in respect thereof.
The Joint Global Co-ordinators may, at their discretion extend
the time for satisfaction of any condition or waive compliance by
the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement
save that the above conditions relating, inter alia, to Admission
taking place, the Company allotting and/or issuing, as applicable,
the Placing Shares and the publication by the Company of the
results of the Placing may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
None of the Banks nor any of their respective Affiliates, nor
any of its or their respective Affiliates' directors, officers,
employees, agents or advisers shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision it may make as to whether
or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
it may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of the Banks.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
The Joint Global Co-ordinators are entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances, including, inter alia, if: (i)
there has been a breach by the Company of any of the warranties
contained in the Placing Agreement (ii) there has been a breach by
the Company of any undertakings or covenants contained in the
Placing Agreement which, in the opinion of the Joint Global
Co-ordinators, acting jointly and in good faith, is material in the
context of Admission or the Placing; (iii) in the opinion of the
Joint Global Co-ordinators, acting jointly and in good faith, there
has been a Material Adverse Change (as defined in Appendix 2); (iv)
the applications for Admission are withdrawn or refused by the FCA
or the London Stock Exchange; or (v) there has occurred a material
adverse change in international financial markets, a suspension or
limitation to trading in any securities of the Company or to
trading generally on the New York Stock Exchange, the NASDAQ
National Market or the London Stock Exchange, a material disruption
in commercial banking or securities settlement or clearance, a
material change in taxation, the imposition of exchange controls,
or the declaration of a banking moratorium.
By participating in the Placing, Placees agree that the exercise
by the Joint Global Co-ordinators of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of the Company or the Joint Global
Co-ordinators or for agreement between the Company and the Joint
Global Co-ordinators (as the case may be) and that neither the
Company nor the Joint Global Co-ordinators need make any reference
to, or consultation with, Placees and that neither they nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability to Placees whatsoever in
connection with any such exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement and subject to the
further terms set forth in the contract note to be provided to
individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement and the publicly available information
released by or on behalf of the Company is exclusively the
responsibility of the Company and confirms to the Banks and the
Company that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company (other than publicly available information)
or the Banks or their respective Affiliates or any other person and
none of the Banks or the Company, or any of their respective
Affiliates or any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in making an offer to participate in the
Placing.
Lock-up
The Company has undertaken to the Banks that, between the date
of the Placing Agreement and 180 calendar days after the Closing
Date, it will not, without the prior written consent of the Joint
Global Co-ordinators enter into certain transactions involving or
relating to the Ordinary Shares, subject to certain customary
carve-outs agreed between the Joint Global Co-ordinators and the
Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Global Co-ordinators 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 Global
Co-ordinators and that they need not make any reference to, or
consult with, Placees and that they shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BD6K4575) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Banks and the Company reserve
the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if
delivery or settlement is not practicable in CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the Banks and settlement instructions. Placees should
settle against CREST ID: 50703. It is expected that such contract
note will be despatched on or around 19 May 2020 and that this will
also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Bank.
The Company will deliver the Placing Shares to a CREST account
operated by Morgan Stanley as agent for the Company and Morgan
Stanley will enter its delivery (DEL) instruction into the CREST
system. Morgan Stanley will hold any Placing Shares delivered to
this account as nominee for the Placees. The input to CREST by a
Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement will be on 21 May 2020 on a T+2
basis in accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks may subscribe for and retain such shares as
principal or may sell any or all of the Placing Shares allocated to
that Placee. The relevant Placee will, however remain liable for
any shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares.
The foregoing is without prejudice to any cause of action the Banks
may have against a defaulting Placee. If Placing Shares are to be
delivered to a custodian or settlement agent, Placees should ensure
that the contract note is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares
are registered in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or
that of a nominee for such person, such Placing Shares should,
subject to as provided below, be so registered free from any
liability to UK stamp duty or UK stamp duty reserve tax. If there
are any circumstances in which any other stamp duty or stamp duty
reserve tax (and/or any interest, fines or penalties relating
thereto) is payable in respect of the allocation, allotment, issue
or delivery of the Placing Shares (or for the avoidance of doubt if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), neither the Banks nor the Company shall be responsible for
the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Banks (in their capacity as joint bookrunners and as
placing agents of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of its application for
Placing Shares, the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation and it has not received
and will not receive a prospectus, admission document or other
offering document in connection with the Bookbuild, the Placing or
the Placing Shares;
3. that certain Ordinary Shares are admitted to trading on the
London Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance
with MAR and the rules and practices of the London Stock Exchange
and/or the FCA (collectively, the "Exchange Information"), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss
account, and similar statements for preceding financial years and
that it has reviewed such Exchange Information and that it is able
to obtain or access such Exchange Information;
4. that none of the Banks, nor the Company nor any of their
respective Affiliates nor any person acting on behalf of any of
them has provided, and none of them will provide, it with any
material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested any of the Banks, the
Company, or any of their respective Affiliates nor any person
acting on behalf of any of them to provide it with any such
material or information;
5. unless otherwise specifically agreed with the Banks, that
they are not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of a Restricted Territory or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire
the Placing Shares, and further acknowledges that the Placing
Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document,
prospectus or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of
the United States or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Banks or any of
their respective Affiliates or any person acting on their behalf
has or shall have any responsibility or liability for any
information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by the Banks or the
Company and none of the Banks or the Company will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing
and that none of the Banks or any of their Affiliates have made any
representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing and the Placing Shares or the
accuracy, completeness or adequacy of the Exchange Information, and
each of them expressly disclaims any liability in respect
thereof;
7. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Banks,
any of their respective Affiliates or any person acting on the
Banks or any of their respective Affiliates' behalf and understands
that (i) none of the Banks or any of their respective Affiliates
nor any person acting on its behalf has or shall have any liability
for public information or any representation; (ii) none of the
Banks or any of their respective Affiliates nor any person acting
on its behalf has or shall have any liability for any additional
information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this document or
otherwise; and that (iii) none of the Banks or any of their
respective Affiliates nor any person acting on their behalf makes
any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information, whether at the
date of publication, the date of this Announcement or
otherwise;
8. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
9. acknowledges that no action has been or will be taken by the
Company, the Banks or any person acting on behalf of the Company or
the Banks that would, or is intended to, permit a public offer of
the Placing Shares in any country or jurisdiction where any such
action for that purpose is required;
10. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Banks, the Company or any of their
respective Affiliates acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
11. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
12. that it has complied with its obligations under the Criminal
Justice Act 1993, the EU Market Abuse Regulation and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the Banks have not received such
satisfactory evidence, the Banks may, in their absolute discretion,
terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Banks will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
13. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Banks and the Company for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person);
14. if in a Member State of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is a
"Qualified Investor" within the meaning of Article 2(e) of the
Prospectus Regulation;
15. if in the United Kingdom, that it is a Qualified Investor:
(i) who falls within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who falls
within Article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order or (iii) to whom
this Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
16. that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United
States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
17. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
18. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
19. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation, that the Placing
Shares acquired for by it in the Placing will not be acquired for
on a non-discretionary basis on behalf of, nor will they be
acquired for with a view to their offer or resale to, persons in a
member state of the EEA other than Qualified Investors or persons
in the United Kingdom other than Relevant Persons, or in
circumstances in which the prior consent of the Banks and the
Company has been given to the proposed offer or resale;
20. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to Relevant
Persons or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
21. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
22. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
23. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
24. if it has received any inside information about the Company
in advance of the Placing, it has not: (i) dealt in the securities
of the Company; (ii) encouraged or required another person to deal
in the securities of the Company; or (iii) disclosed such
information to any person except as permitted by the MAR, prior to
the information being made publicly available;
25. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Banks, any of their Affiliates or any person acting on their
behalf being in breach of the legal and/or regulatory requirements
and/or any anti-money laundering requirements of any territory in
connection with the Placing; and (iv) that the subscription for and
purchase of the Placing Shares by it or any person acting on its
behalf will be in compliance with applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
26. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees, subscribed for or
sold as the Banks may in their absolute discretion determine
(subject to the allocation policies agreed with the Company) and
without liability to such Placee. It will, however, remain liable
for any shortfall below the net proceeds of such sale and the
placing proceeds of such Placing Shares and may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) due pursuant to the terms set out or
referred to in this Announcement which may arise upon the sale of
such Placee's Placing Shares on its behalf;
27. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Banks or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
28. that none of the Banks nor any of their respective
Affiliates nor any person acting on their behalf, is making any
recommendations to it, or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that
it is not and will not be a client of the Banks and that the Banks
do not have any duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of the Banks' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
29. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Banks nor the Company nor any of their
respective Affiliates will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar duties or
taxes (together with any interest or penalties) resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to indemnify each of the
Banks, the Company and any of their respective Affiliates in
respect of the same on an after-tax basis on the basis that the
Placing Shares will be allotted to the CREST stock account of
Morgan Stanley who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
30. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Banks or the Company in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
31. that each of the Banks, the Company and their respective
Affiliates and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each of
the Banks on their own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises each of the Banks and the
Company to produce this Announcement, pursuant to, in connection
with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
32. that it will indemnify on an after-tax basis and hold each
of the Banks, the Company and their respective Affiliates and any
person acting on their behalf harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
33. acknowledges that it irrevocably appoints any director of
the Banks as its agent for the purposes of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
34. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Banks conduct of the
Placing;
35. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in the Company's sector and is aware
that it may be required to bear, and is able to bear, the economic
risk of participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Banks, (iv) it has had sufficient
time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment and has so conducted its own investigation to the extent
it deems necessary for the purposes of its investigation, and (v)
it will not look to the Company, the Banks, any of their respective
Affiliates or any person acting on their behalf for all or part of
any such loss or losses it or they may suffer;
36. acknowledges and agrees that none of the Banks or the
Company owe any fiduciary or other duties to it or any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
37. understands and agrees that it may not rely on any
investigation that the Banks or any person acting on its behalf may
or may not have conducted with respect to the Company and its
Affiliates or the Placing and the Banks have not made any
representation or warranty to it, express or implied, with respect
to the merits of the Placing, the subscription for or purchase of
the Placing Shares, or as to the condition, financial or otherwise,
of the Company and its Affiliates, or as to any other matter
relating thereto, and nothing herein shall be construed as any
investment or other recommendation to it to acquire the Placing
Shares. It acknowledges and agrees that no information has been
prepared by, or is the responsibility of, the Banks for the
purposes of this Placing;
38. acknowledges and agrees that it will not hold any of the
Banks or any of their respective Affiliates or any person acting on
their behalf responsible or liable for any misstatements in or
omission from any publicly available information relating to the
Group or information made available (whether in written or oral
form) relating to the Group (the "Information") and that none of
the Banks or any person acting on behalf of the Banks makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
39. that in connection with the Placing, each of the Banks and
any of their respective Affiliates may take up a portion of the
shares in the Company and in that capacity may retain, purchase or
sell for its own account such shares in the Company and any
securities of the Company or related investments and may offer or
sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to shares being issued, offered or placed should be
read as including any issue, offering or placement of such shares
in the Company to the Banks and any of their respective Affiliates
acting in such capacity. In addition certain of the Banks or any of
their respective Affiliates may enter into financing arrangements
(including swaps, warrants or contracts for differences) with
investors in connection with which such Banks or any of their
respective Affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. None of the Banks or any of their respective Affiliates
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
40. acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of any Restricted Territory and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States or any other Restricted Territory, or in any country or
jurisdiction where any action for that purpose is required;
41. the Placing Shares offered and sold in the United States are
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act and, so long as the Placing Shares are
"restricted securities", it will not deposit the Placing Shares
into any unrestricted depositary receipt facility maintained by any
depositary bank in respect of the Company's shares, including the
Company's sponsored American Depositary Receipt facility maintained
by The Bank of New York Mellon. It will not reoffer, sell, pledge
or otherwise transfer the Placing Shares except: (i) in an offshore
transaction in accordance with Regulation S under the Securities
Act; (ii) in the United States to QIBs pursuant to Rule 144A; (iii)
pursuant to Rule 144 under the Securities Act (if available) or
another exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, in each case in
compliance with all applicable securities laws of the United States
or any State or other jurisdiction of the United States or (iv)
pursuant to an effective registration statement under the
Securities Act and that, in each such case, such offer, sale,
pledge or transfer will be made in accordance with any applicable
securities laws of any state of the United States;
42. the Placing Shares are being offered and sold by or on
behalf of the Company in offshore transactions (as defined in
Regulation S under the Securities Act) and to certain qualified
institutional buyers ("QIBs") (as defined in Rule 144A) in reliance
upon Rule 144A or another exemption from, or transaction not
subject to, the registration requirements under the Securities Act.
It and the prospective beneficial owner of the Placing Shares is,
and at the time the Placing Shares are subscribed for will be
either: (i) outside the United States and subscribing for the
Placing Shares in an offshore transaction as defined in, and in
accordance with, Regulation S under the Securities Act or (ii) a
QIB which has (where required by the relevant Bank) agreed to be
bound to the terms of the Investor Representation Letter in the
form provided to it by one of the Banks or its Affiliates. In
addition, with respect to (ii) above, it is subscribing for the
Placing Shares for its own account or for one or more accounts as
to each of which it exercises sole investment discretion and each
of which is a QIB, it is subscribing for the Placing Shares for
investment purposes only and not with a view to any distribution or
for resale in connection with the distribution thereof in whole or
in part, in the United States and it has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such account;
43. that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or any form of directed selling efforts (as defined
in Regulation S); and
44. that each of the Banks and their respective Affiliates may
have engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its Affiliates for which they would have received customary
fees and commissions and that each of the Banks and their
respective Affiliates may provide such services to the Company
and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (for their own
benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on their behalf) and are
irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Banks or the Company owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. None of the Company or
the Banks will be responsible for any UK stamp duty or UK stamp
duty reserve tax (including any interest and penalties relating
thereto) arising in relation to the Placing Shares in any other
circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Banks nor the Company are liable to bear any stamp duty
or stamp duty reserve tax or any other similar duties or taxes
("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Banks, the Company and their respective Affiliates
harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that any of the Banks or any of their
respective Affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the Banks are receiving
a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Banks, any money held in an account with any of
the Banks on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the Banks money
in accordance with the client money rules and will be used by the
Banks in the course of its own business; and the Placee will rank
only as a general creditor of the Banks.
All times and dates in this Announcement may be subject to
amendment. The Banks shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Banks and the Company under these
Terms and Conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
Each Placee may be asked to disclose in writing or orally to the
Banks:
(a) if he or she is an individual, his or her nationality;
or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission means admission of the Placing
Shares to the premium listing
segment of the Official List
and to trading on the London
Stock Exchange's main market
for listed securities;
Affiliate has the meaning given in Rule
501(b) of Regulation D under
the Securities Act or Rule
405 under the Securities Act,
as applicable and, in the case
of the Company, includes its
subsidiary undertakings;
Announcement means this announcement (including
its Appendices);
Banks means the Joint Global Co-ordinators
and BofA Securities;
Barclays Barclays Bank PLC
BofA Securities Merrill Lynch International
Bookbuild means the bookbuilding process
to be commenced by the Banks
to use reasonable endeavours
to procure placees for the
Placing Shares, as described
in this Announcement and subject
to the terms and conditions
set out in this Announcement
and the Placing Agreement;
Closing Date means the day on which the
transactions effected in connection
with the Placing will be settled;
Company means Compass Group PLC;
CREST means the relevant system (as
defined in the Uncertificated
Securities Regulations 2001
(SI 2001 No. 3755)) in respect
of which Euroclear is the Operator
(as defined in such Regulations)
in accordance with which securities
may be held and transferred
in uncertificated form;
DTRs means the Disclosure Guidance
and Transparency Rules made
by the FCA pursuant to Part
VI of FSMA;
Euroclear means Euroclear UK & Ireland
Limited, a company incorporated
under the laws of England and
Wales;
FCA or Financial Conduct Authority means the UK Financial Conduct
Authority;
FSMA means the Financial Services
and Markets Act 2000 (as amended);
Goldman Sachs Goldman Sachs International
Group means the Company and its subsidiary
undertakings;
Investor Representation Letter has the meaning given to it
in Appendix 1 to this Announcement;
Joint Global Co-ordinators means Goldman Sachs, Morgan
Stanley and Barclays;
Listing Rules means the rules and regulations
made by the FCA under FSMA;
LSE or London Stock Exchange means London Stock Exchange
plc;
MAR means the Market Abuse Regulation
(EU) No.596/2014;
Material Adverse Change means any material adverse
effect or change in or affecting,
or any development reasonably
likely to give rise to or involve
a material adverse change,
in or affecting the condition
(financial, operational, legal
or otherwise) or the earnings,
management, business affairs,
solvency, credit rating or
prospects, of the Company or
the Group taken as a whole,
whether or not arising in the
ordinary course of business;
Morgan Stanley means Morgan Stanley & Co.
International plc;
Option Agreement means the option agreement
entered into between the Company,
Morgan Stanley and Project
Oscar Limited on or about the
date hereof;
Ordinary Share means an ordinary share of
11 1/20 pence each in the capital
of the Company;
Placee means any person (including
individuals, funds or otherwise)
by whom or on whose behalf
a commitment to acquire Placing
Shares has been given;
Placing has the meaning given in paragraph
1 of this Announcement;
Placing Agreement has the meaning given to it
in Appendix 1 to this Announcement;
Placing Price means the price per Ordinary
Share at which the Placing
Shares are placed;
Placing Shares has the meaning given in paragraph
1 of this Announcement;
PRA or Prudential Regulation means the UK Prudential Regulation
Authority Authority;
Pricing Announcement means the announcement published
by the Company confirming the
results of the Placing on a
Regulatory Information Service
immediately following the execution
of the Terms of Placing;
Prospectus Regulation means the Prospectus Regulation
(EU) 2017/1129;
QIB means qualified institutional
buyer as defined in Rule 144A
of the Securities Act;
Regulation S means Regulation S promulgated
under the Securities Act;
Regulatory Information Service means any of the services set
out in Appendix 3 of the Listing
Rules;
Restricted Territory means the United States, Australia,
Canada, the Republic of South
Africa or Japan;
Securities Act means the U.S. Securities Act
of 1933, as amended;
Subscription and Transfer means the subscription and
Agreement transfer agreement entered
into between the Company, Morgan
Stanley and Project Oscar Limited
on or about the date hereof;
subsidiary has the meaning given to that
term in the Companies Act 2006;
subsidiary undertaking has the meaning given to that
term in the Companies Act 2006;
Terms and Conditions means the terms and conditions
of the Placing set out in Appendix
1 to this Announcement;
Terms of Placing has the meaning given to it
in Appendix 1 to this Announcement;
uncertificated or in uncertificated means in respect of a share
form or other security, where that
share or other security is
recorded on the relevant register
of the share or security concerned
as being held in uncertificated
form in CREST and title to
which may be transferred by
means of CREST;
United Kingdom or UK means the United Kingdom of
Great Britain and Northern
Ireland; and
United States or US means the United States of
America, its territories and
possessions, any state of the
United States of America, the
District of Columbia and all
other areas subject to its
jurisdiction and any political
sub-division thereof.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK. All
references to "US$", "$" or "dollars" are to the lawful currency of
the United States of America.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCGUGDURGBDGGC
(END) Dow Jones Newswires
May 19, 2020 02:00 ET (06:00 GMT)
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