TIDMTRI
RNS Number : 4832Q
Trifast PLC
19 June 2020
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED IN THEM IS RESTRICTED AND IS NOT FOR PUBLICATION,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, JAPAN,
SOUTH AFRICA, JERSEY OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT
NOTICES SECTION AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
19 June 2020
Trifast plc
("Trifast", the "Company" or the "Group")
Trading Update and
Proposed Placing to raise up to GBP15 million
to preserve strategic investment capability and to maximise
growth
Trifast plc, an international specialist in the design,
engineering, manufacture and distribution of high quality
industrial and Category 'C' fastenings principally to major global
assembly industries, today provides an update on the Group's
response to the COVID-19 outbreak, current trading and outlook.
The Group also announces its intention to conduct a
non-pre-emptive placing of new ordinary shares of 5 pence each in
the Company (the "Placing Shares") to raise gross proceeds of up to
GBP15 million (the "Placing") and a broker option to raise gross
proceeds of up to GBP1 million (the "Broker Option").
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuild"), which will be launched
immediately following this announcement and is subject to the terms
and conditions set out in Appendix 1 to this announcement (such
announcement and its Appendices together being this
"Announcement").
Key highlights
-- The proposed Placing is being undertaken to ensure that the
Group can continue to invest in long term growth as well as
maximising its growth in the short term as markets recover:
o confidence to maintain current year investment of c.GBP5
million in Project Atlas and other growth enablers;
o provides the confidence to deploy up to GBP10 million of
incremental working capital investment; and
o ensures the Group will emerge from the crisis with a stronger
balance sheet, capable of providing a platform to support further
organic and acquisition growth.
-- Cash preservation actions have further reinforced the Group's
financial position with good levels of covenant and liquidity
headroom to manage through the current period of disruption
-- The Group delivered a resilient performance in line with
revised market expectations in FY2020, despite challenging market
conditions and the initial impact of COVID-19 in Q4
-- The Board has taken swift and effective action in response to
the COVID-19 outbreak, reducing the operational and financial
impact on the business
-- Activity levels have shown improvement during May and into
June and the Group has the ability to ramp up to full production
across the business as conditions improve.
"Despite Covid-19 the next couple of years for Trifast remain a
very exciting time for our business. As we look to implement and
invest in a number of significant and positive changes in the way
that we are structured and operate"
Reasons for the Placing
The Group has responded quickly and effectively to the COVID-19
outbreak, reducing the financial and operational impacts on the
business whilst also reinforcing its financial position. Whilst the
Board believes that its existing resources are sufficient to manage
through this period of disruption, the current uncertainty means
that, without additional funding in the short term, it is likely to
be necessary to defer important investment in the business which
could impact future growth prospects.
Project Atlas, the Group's transformational multi-year systems
and process investment programme, represents a critical part of the
Board's long term strategic plan and is approaching the roll out
phase. To maintain momentum in this programme will require GBP3-4
million of investment over the coming months. The Placing will
ensure that the Board can proceed with this programme in the near
term, as well as a further c.GBP2m of planned investment in
enhancing the Group's M&A resourcing, unlocking supply chain
efficiencies and supporting capacity investment in the Group's high
growth operations (including in the USA, Spain and Thailand).
The Group has been able to retain its operational capability and
has the ability to ramp up capacity quickly across all its sites.
Group working capital is typically c.33% of revenue and the Group's
operational gearing flow-through is approximately 33%. As customer
demand improves, the rate at which the Group can respond will be
determined largely by its ability to invest in working capital.
Alongside the ability to maintain its strategic investment
programme, the Board believes that the Placing will ensure that the
Group's working capital investment capability will not limit its
ability to meet improving customer demand. The Board believes that
this has the potential to deliver significant returns for the Group
with, illustratively, an investment of GBP10 million capable of
generating incremental growth in excess of 15%, were demand
conditions to allow.
The Board believes that the Placing will allow the Group to
execute against both committed and opportunistic organic investment
initiatives, whilst also ensuring the Group retains a financial
position that manages risk and provides strategic flexibility.
Prior to the outbreak of COVID-19, acquisitions formed a key part
of the Group's strategy and the Board believes that the disruption
caused by COVID-19 may act as a catalyst to accelerate this
programme. Whilst the Board will always act prudently in assessing
potential acquisitions against its rigorous criteria, the Placing
will help to ensure that there is the scope to act decisively
should attractive 'bolt-on' opportunities present themselves.
Trading Update
Update on outturn for the year ended 31 March 2020
For the year ended 31 March 2020 ("FY2020"), the Group is
expecting to report revenues of approximately GBP200m which the
Board believes represents a resilient performance in the face of
challenging market conditions and the initial impact of the
COVID-19 outbreak in the fourth quarter.
The impact of weakness in demand within certain end markets was
partially offset by ongoing market share gains and an OEM-focused
strategy.
As previously reported, gross margins were lower year-on-year in
FY 2020, largely as a result of product mix shift and foreign
exchange fluctuations particularly in Italy. Whilst operating
margins have decreased as revenues reduce against a semi-fixed cost
base. Subject to audit, the Group expects to report underlying PBT
of approximately GBP17m for FY 2020.
Whilst the Group continued to invest in its strategic programme
during the year, a strong cash generation performance resulted in
net debt at 31 March 2020 increasing by only GBP2m, to c.GBP16m,
with leverage comfortably within banking covenants at 0.80x.
Current trading and response to COVID-19
The Group has taken swift and significant action in response to
COVID-19. The welfare of its staff remains the Group's top priority
and action has been taken to facilitate working from home on a
global scale (helped by early Project Atlas investments) and
implementing robust policies to ensure the safety of employees as
they return to work.
The Group continues to work closely with its suppliers and
customers to ensure that its supply chains are protected,
production lines continue to operate and to support Trifast's
reputation as a trusted and reliable counterparty. The Group's
focus on flexibility and an integrated global approach has provided
resilience and, combined with the decisive actions taken by the
Board, minimised the impact of COVID-19 and preserved
capability.
Nevertheless, COVID-19 has had a significant impact on trading
in the first quarter of FY2021. The lockdown policies implemented
by various governments around the world resulted in the temporary
closure of TR facilities in China, Italy, Spain, Malaysia,
Singapore and India. By 30 April 2020 all of the Group's facilities
were operational, albeit with some operating at a reduced capacity.
We have seen trading volumes contract, particularly in response to
automotive production line shutdowns and geographical lockdowns
affecting key customers in other sectors. As a result of this
disruption, revenues in April 2020 were approximately 50 percent
lower year-on-year, with profitability being significantly
adversely impacted. Encouragingly, volumes have begun to recover in
all key end markets which, together with a return to fuller
operational capacity, resulted in Group revenues improving in May
2020. The current pipeline of opportunities and activity levels
around the Group remain encouraging and based on current order
books and customer discussions, the Board expects further recovery
in June 2020, with the Group returning to underlying profitability
in the month.
Financial and Liquidity Position
In addition to the operational responses outlined above, the
Group has taken a number of actions to reinforce its financial
position. The Board has implemented daily forecast planning around
various scenarios alongside a comprehensive and evolving list of
potential levers to mitigate any further adverse impact on cash and
profits.
Mitigating actions taken to date are expected to realise cash
savings of c.GBP9 million in the current year, alongside a further
c.GBP4 million of cash deferrals. These actions include:
-- Full use of all available government backed job retention and
wage subsidy schemes to protect jobs
-- 20% fee and salary reduction for the Board during Q1, with no
annual bonus and no salary/fee rises in FY2021
-- Short term deferral of recruitment, bonuses and annual pay-rises across the Group
-- Project Atlas re-aligned in the face of extensive travel restrictions
-- No final dividend to be proposed at the forthcoming AGM
-- Discretionary cost savings
-- Enhanced working capital management - including stock
purchase re-scheduling and enhanced credit control procedures
The Group successfully renegotiated its banking facilities in
April 2019 and has access to an GBP80 million revolving credit
facility over a 4 year term, with an option to extend for up to one
year, and an additional GBP40 million accordion facility to support
acquisitions.
The Group's banking facilities include covenants to maintain an
adjusted leverage ratio of below 3.0x and an interest cover ratio
above 4.0x on a rolling 12 month basis. At 31 March 2020, net debt
was c.GBP16 million representing a leverage ratio of 0.80x and with
interest cover of 30x. As at 30 April 2020, net debt had reduced to
c.GBP14 million, with approximately GBP33 million of headroom under
the revolving credit facility.
Outlook and COVID-19 planning assumptions
Whilst the Board believes that the level of ongoing uncertainty
is such that it is not appropriate to provide detailed financial
guidance for the year ending 31 March 2021 ("FY2021") at this
stage, it has modelled and continues to monitor various scenarios
for performance of the Group over the coming months.
The Board's current base case scenario assumes the most
significant, adverse impacts of the COVID-19 outbreak on the Group
are experienced in the first half of FY2021, with a sustained
recovery during the second half of the year and a return to more
normalized market conditions in the year ending 31 March 2022
("FY2022"). This would result in Group revenues for FY2021 being
approximately 16% below prior year levels, before growing at mid
single-digit levels in FY2022 (against a normalised base). In this
scenario, the adverse impact of the decline in revenue would be
expected to be partially offset by the mitigating actions taken by
the Board.
The Board has also modelled a severe downside scenario (the
Reasonable Worse Case, "RWC") which assumes a more significant
adverse impact on the business from the COVID-19 outbreak in the
short term and a more protracted recovery into FY2022. In the RWC,
Group revenue in FY2021 is approximately 27% lower than the prior
year, with very limited growth into FY2022 (against a normalised
base). Whilst in this scenario, the Board would expect to take
additional and more material mitigating actions, these would not be
expected to fully prevent a further negative impact on
profitability.
Against the COVID-19 backdrop, the Group is benefitting from the
careful approach adopted to its financing strategy in recent years
and the Board expects that the Group would remain within its
banking covenants and maintain sufficient liquidity headroom
without the benefit of the net proceeds of the Placing, even in the
RWC. The Placing will however further strengthen the Group's
financial position and reduce risk enabling it to maintain an
adjusted leverage position below 1.5x and facility headroom of at
least GBP15 million, even in the RWC.
The Board believes that the Group is well positioned to respond
strongly as its markets recover. As a result of the actions taken
and essential business status in many cases, all of the Group's
sites are currently open for business and have the ability to ramp
up to full capacity. Capability has further been protected through
access to government job retention and wage subsidy schemes, which
have allowed the Group to retain staff at all key operating
sites.
The Group has set a consistent focus on winning and growing
business with multi-national OEMs at the heart of its growth
strategy. As a result, the Group has been able to grow ahead of
underlying markets as it benefits from the expansion of these
customers into new territories as well as the ongoing trend towards
supplier rationalisation. The resilience of the business through
the COVID-19 outbreak and its ability to continue to provide
reliable and flexible service have meant that our very high
customer satisfaction levels remain in place. In an environment
where the competitive landscape is disrupted and concern over
supply chains has been heightened, the Board believes that the
Group has the opportunity to leverage its market position to
accelerate its organic growth initiatives.
Details of the Placing
Peel Hunt LLP ("Peel Hunt") is acting as sole bookrunner in
relation to the Placing which is subject to the terms and
conditions set out in Appendix 1 to this Announcement.
Peel Hunt will commence the Bookbuild immediately following the
release of this Announcement. The price at which the Placing Shares
are to be placed (the "Placing Price") will be determined at the
close of the Bookbuild.
The book will open with immediate effect following this
Announcement. The timing of the close of the Bookbuild, the
allocation of the Placing Shares and the Placing Price shall be at
the absolute discretion of Peel Hunt and the Company. 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 is not being underwritten.
The Placing Shares, if issued, will be fully paid and will rank
pari passu in all respects with each other and with the existing
issued ordinary shares of the Company, including, without
limitation, as regards the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Certain Directors and senior management intend to participate in
the Placing.
Applications have been made (i) to the Financial Conduct
Authority (the "FCA") for the admission of the Placing Shares to
trading on the premium segment of the Official List of the FCA and
(ii) to the London Stock Exchange plc (the "London Stock Exchange")
for the admission of the Placing Shares to trading on its main
market for listed securities (together, "First Admission").
Settlement for the Placing Shares and First Admission is
expected to take place on or before 8.00 a.m. on 23 June 2020. The
Placing is conditional upon First Admission becoming effective not
later than 8.00am on 23 June 2020, or such later time and / or date
as the Company and Peel Hunt may agree (being not later than 4.00
p.m. on 2 July 2020). The Placing is also conditional upon, among
other things, the placing agreement between the Company and Peel
Hunt (the "Placing Agreement") becoming unconditional in all
respects and not being terminated in accordance with its terms.
Appendix 1 to this Announcement sets out further information
relating to the terms and conditions of the Placing.
In addition, the Company has also granted the Broker Option to
Peel Hunt in order to enable Peel Hunt to deal with additional
demand under the Placing in the event that requests to participate
in the Placing from institutional investors and certain other
investors are received during the period from the date of this
Announcement to 5.00 p.m. on 22 June 2020. The Broker Option is
exercisable at any time prior to 5.00 p.m. on 22 June 2020. Any
Broker Option Shares issued pursuant to the exercise of the Broker
Option will be issued on the same terms and conditions as the
Placing Shares. The Broker Option may be exercised by Peel Hunt in
its absolute discretion, following consultation with the Company,
but there is no obligation on Peel Hunt to exercise the Broker
Option or to seek to procure subscribers for Ordinary Shares
pursuant to the Broker Option. The maximum number of Broker Option
Shares that may be issued pursuant to the exercise of the Broker
Option is 830,000. If the Broker Option is exercised, settlement
for the Broker Option Shares and admission of the Broker Option
Shares (i) to trading on the premium segment of the Official List
of the FCA and (ii) to the London Stock Exchange for the admission
of the Broker Option Shares to trading on its main market for
listed securities is expected to take place on or before 8.00 a.m.
on 25 June 2020.
Shareholder consultation
The Company has consulted with the majority of its major
institutional shareholders ahead of the release of this
Announcement. The Board have concluded that the Placing is in the
best interests of shareholders and wider stakeholders and will
promote the long term success of the Company. This conclusion has
been endorsed by that consultation. The Placing structure minimises
cost and time to completion at an important and unprecedented time
for the Company.
Timetable for full year results
We are mindful that current backdrop and requirements for social
distancing and remote working presents practical challenges to the
audit work. As a result the Board has extended its normal
timetable, to ensure that the Group and its auditors have adequate
time to complete their standard procedures, with the results for
the year ended 31 March 2020 expected to be published during August
at the latest.
Certain information contained in this Announcement would have
constituted inside information (as defined by Article 7 of
Regulation (EU) No 596/2014) ("MAR") prior to its release as part
of this Announcement and is disclosed in accordance with the
Company's obligations under Article 17 of those Regulations
Enquiries please contact:
------------------------------------------
Trifast plc
Jonathan Shearman, Non-Executive Chairman
Mark Belton, Chief Executive Officer
Clare Foster, Chief Financial Officer
Office: 44 (0) 1825 747630
Email: corporate.enquiries@trifast.com
Peel Hunt LLP
Broker & financial adviser
Alastair Rae
Sohail Akbar
Mike Bell
Sam Cann
Tel: 44 (0)20 7418 8900
TooleyStreet Communications
IR & media relations
Fiona Tooley
Tel: 44 (0)7785 703523
Email: fiona@tooleystreet.com
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement. Unless otherwise
stated, defined terms in this Announcement have the meanings
ascribed to them in Appendix 2.
Editors' note:
----------------------------------------------------------------------
LSE Premium Listing: Ticker: TRI
LEI number: 213800WFIVE6RUK3CR22
Group website: www.trifast.com
About us:
Trifast plc (TR) is an international specialist in the design,
engineering, manufacture and distribution of high quality industrial
and Category 'C' fastenings principally to major global assembly
industries.
TR employs c.1300 people across 32 business locations within
the UK, Asia, Europe and the USA including, eight high volume,
high-quality and cost-effective manufacturing sites across
the world. TR supplies over 5,000 customers in >75 countries
worldwide.
As a full-service provider to multinational OEMs and Tier 1
companies spanning several sectors, TR delivers comprehensive
support to its customers across every requirement, from concept
design through to technical engineering consultancy, manufacturing,
supply management and global logistics.
For more information, visit
Investor website : www.trifast.com
Commercial website: www.trfastenings.com
LinkedIn: www.linkedin.com/company/tr-fastenings
Twitter: www.twitter.com/trfastenings
Facebook: www.facebook.com/trfastenings
IMPORTANT NOTICES
The distribution of this Announcement and the offering, placing
and/or issue of the New Ordinary Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company
or Peel Hunt or any of their respective affiliates, or any of its
or their respective directors, officers, partners, employees,
advisers and/or agents (collectively, " Representatives ") that
would permit an offer of the New Ordinary Shares or possession or
distribution of this Announcement or any other publicity material
relating to such New Ordinary Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession
this Announcement comes are required by the Company and Peel Hunt
to inform themselves about, and to observe, such restrictions.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation (EU)
2017/1129 as amended from time to time (the "Prospectus
Regulation")) to be published. Persons needing advice should
consult a qualified independent legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
This Announcement and the information contained herein is
restricted and may not be published, distributed or transmitted by
any means or media, directly or indirectly, in whole or in part, in
or into the United States (including its territories and
possessions, any State of the United States and the District of
Columbia), Australia, Canada, Japan or South Africa or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction. This Announcement is for
information purposes only and is not an offer a securities in any
jurisdiction. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS. 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, Australia, Canada, Japan, South Africa or any other
jurisdiction in which the same would be unlawful.
The New Ordinary Shares have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the "
Securities Act ") or with any securities regulatory authority of
any state or jurisdiction of the United States of America
(including its territories and possessions, any state of the United
States and the District of Columbia), and may not be offered, sold
or transferred, directly or indirectly, in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. Accordingly, the New
Ordinary Shares are being offered and sold only outside of the
United States in offshore transactions in reliance in Regulation S
under the Securities Act and otherwise in accordance with
applicable laws. There will be no public offering of New Ordinary
Shares in the United States or elsewhere.
This Announcement and the terms and conditions set out herein
are for information purposes only and are directed at and may only
be communicated to (a) in the European Economic Area (" EEA ")
persons who are "qualified investors" within the meaning of Article
2(e) of the Prospectus Regulation (" Qualified Investors "); (b) in
the United Kingdom, Qualified Investors 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, as amended (the "Order") or (ii)
persons who fall within Article 49(2)(a) to (d) of the Order; or
(c) persons to whom it may otherwise lawfully be communicated (all
such persons in (a), (b) and (c), a " Relevant Person "). 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 must not be acted
on or relied on by persons who are not Relevant Persons.
By participating in the Fundraising, each person who is invited
to and who chooses to participate in the Fundraising (each a
Placee) by making an oral or written and legally binding offer to
acquire or subscribe for New Ordinary Shares will be deemed to have
read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring or subscribing for New
Ordinary 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,
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, you 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. Each
of the Company and Peel Hunt expressly disclaim any obligation or
undertaking to update or revise 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.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (" FCA "), is acting
exclusively for the Company and for no-- one else in relation to
the Fundraising, the content of this Announcement and other matters
referred to in this Announcement. Peel Hunt will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Fundraising, the content of this
Announcement or any other matters referred to in this Announcement
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for giving
advice to any person in relation to the Fundraising, the content of
this Announcement or any other matter referred to in this
Announcement.
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 Peel
Hunt nor by any of its Representatives as to, or in relation to,
the contents, 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, or any other
statement made or purported to be made by or on behalf of Peel Hunt
or any of its Representatives, and any liability therefor is
expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Fundraising.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the New Ordinary Shares. The price and value of
securities can go down as well as up and investors may not get back
the full amount invested upon the disposal of the shares. Past
performance is not a guide to future performance. The contents of
this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor
should consult his or her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, business,
financial or tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate 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 for the current or future financial periods 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.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
the main market for listed securities of the London Stock
Exchange.
The Appendix to this Announcement sets out the terms and
conditions of the Fundraising. By participating in the Fundraising,
each Placee will be deemed to have read and understood this
Announcement (including the Appendix) in its entirety, to be
participating in the Fundraising and making an offer to acquire or
subscribe for and acquiring or subscribing for New Ordinary Shares
on the terms and subject to the conditions set out in Appendix 1 to
this Announcement and to be providing the representations,
warranties, undertakings and acknowledgements contained in Appendix
1 to this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (" MiFID II "); (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the " MiFID II Product Governance Requirements "), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the New Ordinary Shares have been subject to
a product approval process, which has determined that the New
Ordinary Shares are: (i) compatible with an end target market of
(a) retail investors, (b) investors who meet the criteria of
professional clients and (c) 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 New Ordinary Shares
may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the New Ordinary Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Peel Hunt 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 New Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
APPIX 1: TERMS AND CONDITIONS OF THE FUNDRAISING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
FUNDRAISING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE 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 ("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 NEW
ORDINARY SHARES.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD,
ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY
WITHIN, INTO OR IN 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 RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE NEW ORDINARY SHARES IN THE UNITED STATES, THE UNITED KINGDOM,
ANY OTHER RESTRICTED JURISDICTION (AS DEFINED BELOW) OR
ELSEWHERE.
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 or any other Restricted Jurisdiction
(as defined below) or any jurisdiction where such offer or
solicitation is unlawful.
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, Japan, Jersey
or the Republic of South Africa (each a "Restricted Jurisdiction")
or any jurisdiction in which such release, publication or
distribution is unlawful. The distribution of this Announcement,
the Fundraising and/or the offer or sale of the New Ordinary Shares
in certain jurisdictions may be restricted by law. No action has
been taken by the Company or by Peel Hunt or any of their
respective Affiliates or any of their respective agents, directors,
officers or employees (collectively "Representatives") which would
permit an offer of the New Ordinary Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such New Ordinary 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 Peel Hunt to inform themselves about, and to observe,
any such restrictions.
The New Ordinary Shares will not be lodged with or registered by
the Australian Securities and Investments Commission and are not
being offered for subscription or sale and may not be directly or
indirectly offered, sold, taken up, transferred or delivered in or
into Australia or to or for the account or benefit of any person or
corporation in (or with a registered address in) Australia. The
relevant clearances have not been, and will not be obtained from
the Ministry of Finance of Japan and no circular in relation to the
New Ordinary Shares has been or will be lodged with or registered
by the Ministry of Finance of Japan. The New Ordinary Shares may
not therefore be offered, taken up, transferred or sold, directly
or indirectly, in or into Japan, its territories and possessions
and any areas subject to its jurisdiction or to any resident of
Japan. The approval of the South African Exchange Control
Authorities has not been, and will not be, obtained in relation to
the New Ordinary Shares. The New Ordinary Shares may not therefore
be offered, taken up, transferred or sold directly or indirectly in
or into South Africa or to a resident of South Africa. The New
Ordinary Shares may not be offered, taken up, transferred or sold
directly or indirectly in or into Canada or to a resident of
Canada. No consent has been sought to offer the New Ordinary Shares
in Jersey.
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 to be a profit forecast and no statement
in this Announcement should be interpreted to mean that earnings
per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings
per share of the Company.
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 Peel
Hunt or any of its Affiliates or Representatives 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.
Peel Hunt is acting exclusively for the Company and no-one else
in connection with the Fundraising 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 Fundraising and/or any
other matter referred to in this Announcement.
None of the Company or Peel Hunt or any of its or their
respective Affiliates or Representatives 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 New Ordinary Shares.
By participating in the Fundraising, Placees will be deemed (i)
to have read and understood this Announcement in its entirety; and
(ii) be participating in and making an offer and acquiring New
Ordinary Shares 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 Fundraising on the basis that they
have provided) the representations, warranties, acknowledgements
and undertakings contained in this Appendix.
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 New Ordinary Shares that are
allocated to it for the purposes of its business; and
(b) in the case of a Relevant Person in a member state of the
EEA or the United Kingdom (each, a "Relevant Member State") who
acquires any New Ordinary Shares pursuant to the Placing:
a. it is a Quali ed Investor within the meaning of Article 2 (e)
of the Prospectus Regulation; and
b. in the case of any New Ordinary Shares acquired by it as a
nancial intermediary, as that term is used in Article 2(d) of the
Prospectus Regulation:
i. the New Ordinary Shares acquired by it in the Placing have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any Relevant Member
State other than Qualified Investors or in circumstances in which
the prior consent of Peel Hunt has been given to the offer or
resale;
ii. where New Ordinary Shares have been acquired by it on behalf
of persons in any Relevant Member State other than Qualified
Investors, the offer of those New Ordinary Shares to it is not
treated under the Prospectus Directive as having been made to such
persons; and
(c) it is acquiring the New Ordinary Shares for its own account
or is acquiring the New Ordinary Shares for an account with respect
to which it has authority to exercise, and is exercising,
investment discretion and has the authority to make and does make
the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement; and
(d) it understands (or if acting for the account of another
person, such person has con rmed that such person understands) the
resale and transfer restrictions set out in this Appendix;
(e) except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting, as referred to in
paragraph (d) above) is located outside the United States and is
acquiring the New Ordinary Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the
Securities Act ("Regulation S"); and
(f) it has not o ered, sold or delivered and will not o er to
sell or deliver any of the New Ordinary Shares to persons within
the United States, directly or indirectly; neither it, its
affiliates, nor any persons acting on its behalf, have engaged or
will engage in any directed selling efforts (as defined in
Regulation S) with respect to the New Ordinary Shares; and it is
not taking up the New Ordinary Shares for resale in or into the
United States.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
FUNDRAISING
Defined terms used in this Appendix are set out in Appendix
2.
Bookbuild
Following this Announcement, Peel Hunt 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
New Ordinary Shares. The book will open with immediate effect.
Members of the public are not entitled to participate in the
Fundraising. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the
Fundraising.
Peel Hunt and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Details of the Placing Agreement and of the New Ordinary
Shares
Peel Hunt is acting as bookrunner and sponsor in connection with
the Placing. Peel Hunt has today entered into an agreement with the
Company (the "Placing Agreement") under which, subject to the
conditions set out therein, Peel Hunt has agreed, as agent for and
on behalf of the Company, to use its reasonable endeavours to
procure Placees for the Placing Shares at a price to be determined
following completion of the Bookbuild and as set out in the Placing
Agreement. The price per Ordinary Share at which the Placing Shares
are to be placed (the "Placing Price") and the final number of
Placing Shares will be decided at the close of the Bookbuild
following the execution of the placing terms by the Company and
Peel Hunt recording the final details of the Placing (the "Placing
Terms"). The timing of the closing of the book, pricing and
allocations are at the discretion of the Company and Peel Hunt.
Details of the Placing Price and the number of Placing Shares will
be announced as soon as practicable after the close of the
Bookbuild.
Pursuant to the Placing Agreement, the Company has also granted
an option to Peel Hunt to coordinate the receipt of expressions of
interest for up to a further 830,000 Ordinary Shares at the Placing
Price (the "Broker Option") (and any Ordinary Shares placed in
connection with the exercise of the Broker Option being the "Broker
Option Shares"). The Broker Option may be exercised by Peel Hunt
during the period from 8.00 a.m. today to 5.00 p.m. on 22 June 2020
and, if exercised in full, shall require the Company to issue up to
830,000 Broker Option Shares. The exercise of the Broker Option
Shares shall be at the discretion of Peel Hunt (with the agreement
of the Company) and Peel Hunt is under no obligation to exercise
the Broker Option or seek expressions of interest for the Broker
Option Shares.
The placing of the New Ordinary Shares in not being underwritten
by Peel Hunt.
The total number of shares to be issued pursuant to the
Fundraising shall not exceed 13,330,000 Ordinary Shares,
representing approximately 10.9 per cent. of the Company's existing
issued Ordinary Share capital.
The New Ordinary Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after each Closing Date. The
New Ordinary 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. Peel Hunt will
subscribe for ordinary shares and redeemable preference shares in
JerseyCo, a wholly owned subsidiary of the Company, for an amount
approximately equal to the net proceeds of the Placing. The Company
will allot and issue the Placing Shares on a non-pre-emptive basis
to Placees in consideration for the transfer of the ordinary shares
and redeemable preference shares in JerseyCo that will be issued to
Peel Hunt. The Broker Option, if exercised, will not be effected by
way of a placing of New Ordinary Shares in the Company for non-cash
consideration in the manner described above.
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority
(the "FCA") for admission of the New Ordinary Shares to listing on
the premium listing segment of the Official List of the FCA (the
"Official List") and to London Stock Exchange plc (the "London
Stock Exchange") for admission of the New Ordinary Shares to
trading on its main market for listed securities (together,
"Admission"). It is expected that Admission of the Placing Shares
will become effective at 8.00 a.m. on 23 June 2020 or such later
time and date (being not later than 4.00 p.m. on 2 July 2020) as
Peel Hunt and the Company may agree. If the Broker Option is
exercised, it is expected that Admission of the Broker Option
Shares will become effective at 8.00 a.m. on 25 June 2020 or such
later time and date as Peel Hunt and the Company may agree in
writing.
Participation in, and principal terms of, the Fundraising
1. Peel Hunt is arranging the Placing as agent of the Company.
Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by Peel Hunt. Peel
Hunt and its Affiliates are entitled to enter bids in the Bookbuild
as principal.
2. The Bookbuild, if successful, will establish the Placing
Price payable to Peel Hunt by all Placees whose bids are
successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between Peel Hunt and the
Company following completion of the Bookbuild. The Placing Price
and the number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild (the
"Placing Results Announcement"). The number of Broker Option Shares
(if any) to be issued will also be announced following the exercise
(or expiry) of the Broker Option.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at Peel
Hunt. 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 Peel Hunt or at
prices up to a price limit specified in its bid. Placees should
communicate their expression of interest to subscribe for Broker
Option Shares by telephone or in writing to their usual sales
contact at Peel Hunt stating the number of Broker Option Shares
which the prospective Placees wishes to subscribe for at the
Placing Price. Bids in the Bookbuild and expressions of interest in
the Broker Option may be scaled down by Peel Hunt on the basis
referred to in paragraph 7 below.
4. The Bookbuild is expected to close no later than 5.00 p.m.
(London time) on 19 June 2020, but may be closed earlier or later
at the discretion of Peel Hunt. Peel Hunt may, in agreement with
the Company, accept bids that are received after the Bookbuild has
closed.
5. Each Placee's allocation will be agreed between Peel Hunt and
the Company and will be confirmed to Placees by Peel Hunt orally
following the close of the Bookbuild and in such manner as Peel
Hunt determines following the exercise of the Broker Option. That
oral or other 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 Peel Hunt and the
Company, under which such Placee agrees to acquire to the number of
Placing Shares or Broker Option Shares allocated to it and to pay
the relevant Placing Price for each such New Ordinary Share on the
terms and conditions set out in this Appendix and in accordance
with the Company's corporate documents.
6. Each Placee's allocation and commitment will be evidenced by
a contract note and/or trade confirmation issued to such Placee by
Peel Hunt. The terms of this Appendix will be deemed incorporated
by reference therein.
7. Subject to paragraphs 2 and 3 above, Peel Hunt will, in
effecting the Placing and the Broker Option (if exercised), agree
with the Company the identity of the Placees and the basis of
allocation of the New Ordinary Shares and may scale down any bids
for this purpose on such basis as it may determine. Peel Hunt may
also, notwithstanding paragraphs 3 and 4 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 Peel
Hunt.
8. A bid in the Bookbuild and an expression of interest to
subscribe for Broker Option Shares 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 consent of Peel Hunt, 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 Peel Hunt, 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 New Ordinary Shares that such Placee has agreed
to acquire. Each Placee's obligations will be owed to Peel
Hunt.
9. Except as required by law or regulation, no press release or
other announcement will be made by Peel Hunt 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 or the Broker Option (if exercised) is/are
confirmed, settlement for all New Ordinary Shares to be acquired or
subscribed for pursuant to the Bookbuild or the Broker Option will
be required to be made at the same time as settlement for other New
Ordinary Shares under the Bookbuild or Broker Option (as the case
may require), on the basis explained below under "Registration and
Settlement".
11. All obligations under the Bookbuild, the Placing and the
Broker Option (if exercised) will be subject to fulfilment or
(where applicable) waiver of the conditions referred to below under
"Conditions of the Fundraising" and to the Placing not being
terminated on the basis referred to below under "Termination of the
Placing Agreement".
12. By participating in the Placing, 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 Peel Hunt.
13. To the fullest extent permissible by law neither Peel Hunt, nor any of its Affiliates or Representatives, shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular neither Peel Hunt, nor any of its Affiliates or Representatives, shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of Peel Hunt's conduct of the Bookbuild or of such alternative method of effecting the Fundraising as Peel Hunt and its Affiliates and the Company may agree.
Conditions of the Fundraising
The Fundraising is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms. The obligations of Peel Hunt under the Placing
Agreement are conditional on certain conditions, including, amongst
other things:
(a) the Company having performed all of its obligations under
the Placing Agreement to be performed prior to Admission of the
Placing Shares and not being in breach of the Placing
Agreement;
(b) the Placing Terms having been executed by the Company and Peel Hunt;
(c) the publication by the Company of the Placing Results
Announcement through a Regulatory Information Service immediately
following the execution of the Placing Terms;
(d) in the opinion of Peel Hunt (acting in good faith), there
not having occurred any Material Adverse Change (as such term is
defined in the Placing Agreement) at any time prior to Admission of
the Placing Shares;
(e) the Option Agreement and the Subscription and Transfer
Agreement having been duly executed and delivered by the parties
thereto and there having occurred no event of default or breach of
any of the terms thereof and the Option Agreement and the
Subscription and Transfer Agreement remaining in full force and
effect and having become wholly unconditional (save for any
conditions contained therein relating to Admission of the Placing
Shares);
(f) the Company having obtained prior to Admission of the
Placing Shares all necessary lender consents that are required in
connection with the Placing and such consents not having been
withdrawn and remaining in full force and effect and no event or
circumstance arising which would result in the Company being in
breach of any terms of such consents;
(g) the Company having allotted the Placing Shares, subject only
to Admission thereof and the Placing Agreement not having been
terminated prior to Admission of the Placing Shares, in accordance
with the Placing Agreement; and
(h) Admission of the Placing Shares occurring by 8.00am on 23
June 2020 or such later time and date
(being not later than 4.00 p.m. on 2 July 2020) as Peel Hunt and the Company may agree.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by Peel Hunt by the relevant time or date
specified (or such later time or date as Peel Hunt and the Company
may agree); or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Fundraising 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 or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
Peel Hunt may, at its discretion and upon such terms and
conditions as it thinks fit, extend 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
(other than those conditions described in (b), (c), (g), (h), (i)
above may not be waived). Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
Neither Peel Hunt nor any of its Affiliates or Representatives
shall have any liability or responsibility to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it or another person 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 Fundraising nor for any
decision it may make as to the satisfaction of any condition or in
respect of the Fundraising generally and by participating in the
Fundraising each Placee agrees that any such decision is within the
absolute discretion of Peel Hunt.
By participating in the Fundraising, 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
At any time before Admission of the Placing Shares, Peel Hunt is
entitled to terminate the Placing Agreement in accordance with its
terms in certain circumstances, including, amongst others:
(a) in the opinion of Peel Hunt (acting in good faith), there
has been a breach, or an alleged breach, by the Company of any of
the warranties which is material in the context of the Placing or
Admission;
(b) the Company or JerseyCo (as the case may be) has failed to
comply with any of its obligations under the Placing Agreement, the
Subscription and Transfer Agreement and/or the Option Agreement or
of any undertakings contained therein, save in each case for any
non-compliance or breach which, in the opinion of Peel Hunt (acting
in good faith), is not material in the context of the Placing, the
marketing and distribution of the Placing Shares or Admission;
(c) in the opinion of Peel Hunt (acting in good faith), there
has been a Material Adverse Change (as such term is defined in the
Placing Agreement);
(d) if the Company's applications for Admission are refused by
the FCA or the London Stock Exchange (as appropriate), or, in the
opinion of Peel Hunt (acting in good faith), will not be granted;
or
(e) upon the occurrence of certain force majeure events.
By participating in the Fundraising, Placees agree that the
exercise or non-exercise by Peel Hunt of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of Peel Hunt or for agreement between the
Company and Peel Hunt (as the case may be) and that neither the
Company nor Peel Hunt need make any reference to, or consult with,
Placees and that none of the Company, Peel Hunt nor any of their
respective Affiliates or Representatives shall have any liability
to Placees whatsoever in connection with any such exercise or
failure to so exercise or otherwise.
No prospectus
No offering document, prospectus, offering memorandum 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
Fundraising 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 other
information publicly announced through a regulatory information
service (the "Publicly Available Information") 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 and/or trade confirmation to be provided to
individual prospective Placees.
Each Placee, by accepting a participation in the Fundraising,
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
Company and Peel Hunt 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 Peel Hunt or its Affiliates or any other person and
neither Peel Hunt nor the Company nor any of their respective
Affiliates or any other person will be liable for any Placee's
decision to participate in the Fundraising based on any other
information, representation, warranty or statement which the
Placees may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude or limit the
liability of any person for fraudulent misrepresentation by that
person.
Lock-up
The Company has undertaken to Peel Hunt that, between the date
of the Placing Agreement and the date which is 90 calendar days
after the Closing Date for the Placing Shares, it will not, without
the prior written consent of Peel Hunt, enter into certain
transactions involving or relating to the Ordinary Shares, subject
to certain customary carve-outs agreed between Peel Hunt and the
Company.
By participating in the Fundraising, Placees agree that the
exercise by Peel Hunt of any power to grant consent to waive the
aforementioned undertaking by the Company shall be within the
absolute discretion of Peel Hunt 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 New Ordinary Shares (ISIN:
GB0008883927) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
The Company and Peel Hunt reserve the right to require settlement
for, and delivery of, the New Ordinary Shares to Placees by such
other means that they deem necessary, including in certificated
form, if delivery or settlement is not possible or practicable
within 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 (or otherwise, in respect
of Broker Option Shares, following exercise of the Broker Option),
each Placee to be allocated New Ordinary Shares in the Placing will
be sent a contract note in accordance with the standing
arrangements in place with Peel Hunt stating the number of New
Ordinary Shares allocated to them at the Placing Price, the
aggregate amount owed by such Placee to Peel Hunt and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement
instructions in respect of the New Ordinary Shares that it has in
place with Peel Hunt.
The Company will deliver the New Ordinary Shares to a CREST
account operated by Peel Hunt as agent for the Company and Peel
Hunt will enter its delivery instruction into the CREST system. The
input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant New Ordinary Shares to
that Placee against payment.
It is expected that settlement for the Placing Shares will be on
23 June 2020 on a T+2 basis and settlement for the Broker Option
Shares (if any) will be on 25 June 2020 on a T+3 basis, in each
case, in accordance with the instructions given to Peel Hunt.
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 Peel Hunt.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Peel Hunt may sell any or all of the New
Ordinary Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for the Company's account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and
shall be required to bear any stamp duty, stamp duty reserve tax or
other stamp, securities, transfer, registration, execution,
documentary or other similar impost, duty or tax (together with any
interest, fines or penalties) which may arise upon the sale of such
New Ordinary Shares on such Placee's behalf. The foregoing is
without prejudice to any cause of action Peel Hunt may have against
a defaulting Placee.
If New Ordinary Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that, upon receipt, the
contract note and/or trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as New Ordinary 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
New Ordinary Shares should, subject 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 New Ordinary 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 Peel Hunt nor
the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Fundraising, 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 Peel Hunt (in its capacity as bookrunner and as placing agent
of the Company in respect of the Fundraising) and the Company, in
each case as a fundamental term of its application for New Ordinary
Shares, that:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its participation in the
Bookbuild and the Placing and its acquisition of or subscription
for New Ordinary 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 the
Company, Admission, the Bookbuild, the Placing, the Broker Option,
the New Ordinary Shares or otherwise other than the information
contained in the Placing Documents and the Publicly Available
Information;
2. no offering document, prospectus, offering memorandum or
admission document has been or will be prepared in connection with
the Fundraising or is required under the Prospectus Regulation and
it has not received and will not receive a prospectus, offering
memorandum, admission document or other offering document in
connection with the Bookbuild, the Placing, the Broker Option or
the New Ordinary Shares;
3. the Ordinary Shares are listed on the Official List and
admitted to trading on the London Stock Exchange's main market for
listed securities and that the Company is therefore required to
publish certain business and financial information in accordance
with the Market Abuse Regulation (EU) No.596/2014 ("MAR") and the
rules and practices of the London Stock Exchange and/or the FCA,
and it is able to obtain access to such information or comparable
information concerning any other Main Market listed company,
without undue difficulty;
4. neither Peel Hunt nor the Company nor any of their respective
Affiliates or Representatives 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 New Ordinary Shares, the
Bookbuild, the Placing, the Broker Option or the Company or any
other person other than this Announcement, nor has it requested
Peel Hunt, the Company, any of their respective Affiliates or
Representatives or any person acting on behalf of any of them to
provide it with any such material or information;
5. unless otherwise specifically agreed with Peel Hunt, it
and/or the person on behalf it is participating is not, and at the
time the New Ordinary Shares are acquired, neither it nor the
beneficial owner of the New Ordinary Shares will be, a resident of
a Restricted Jurisdiction or any other jurisdiction in which it is
unlawful to make or accept an offer to acquire or subscribe for the
New Ordinary Shares;
6. the New Ordinary Shares have not been and will not be
registered or otherwise qualified, for offer and sale nor will an
offering document, prospectus, offering memorandum or admission
document be cleared or approved in respect of any of the New
Ordinary Shares under the securities legislation of any 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;
7. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company and neither Peel Hunt
nor any of its Affiliates or Representatives nor any person acting
on its or 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 Publicly Available Information, and will
not be liable for any Placee's decision to participate in the
Fundraising 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;
8. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to acquire or
subscribe for the New Ordinary Shares is contained in this
Announcement and any Publicly Available Information, it received
and reviewed all information that it believes is necessary or
appropriate to make an investment decision in respect of the New
Ordinary Shares, and that it has neither received nor relied on any
other information given or investigations, representations,
warranties or statements made by Peel Hunt or the Company or any of
their respective Affiliates or Representatives or any person acting
on its or their behalf and neither Peel Hunt nor the Company nor
any of their respective Affiliates or Representatives will be
liable for any Placee's decision to accept an invitation to
participate in the Fundraising based on any other information,
representation, warranty or statement;
9. it has relied on its own investigation, examination and due
diligence of the business, financial or other position of the
Company in deciding to participate in the Fundraising and neither
Peel Hunt nor any of its Affiliates have made any representations
to it, express or implied, with respect to the Company, the
Bookbuild, the Placing, the Broker Option and the New Ordinary
Shares or the accuracy, completeness or adequacy of the Publicly
Available Information, and each of them expressly disclaims any
liability in respect thereof. Nothing in this paragraph or
otherwise in this Announcement excludes the liability of any person
for fraudulent misrepresentation made by that person;
10. it has not relied on any information relating to the Company
contained in any research reports prepared by Peel Hunt, any of its
Affiliates or any person acting on its or their behalf and
understands that (i) neither Peel Hunt nor any of its Affiliates
nor any person acting on its or their behalf has or shall have any
responsibility or liability for (x) public information or any
representation; or (y) any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this Announcement or otherwise; and
(ii) neither Peel Hunt nor any of its Affiliates nor any person
acting on its or 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;
11. (i) the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder of New
Ordinary 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); (ii) it is not participating in
the Fundraising as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the New Ordinary Shares
would give rise to such a liability; and (iii) the New Ordinary
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer New Ordinary
Shares into a clearance service;
12. that no action has been or will be taken by the Company,
Peel Hunt or any person acting on behalf of the Company or Peel
Hunt that would, or is intended to, permit a public offer of the
New Ordinary Shares in the United States or in any country or
jurisdiction where any such action for that purpose is
required;
13. it (and any person acting on its behalf) is entitled to
acquire, the New Ordinary 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 Peel Hunt, the Company or any of their
respective Affiliates acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Fundraising;
14. 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 Fundraising 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;
15. it has complied with its obligations under the Criminal
Justice Act 1993, MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002, 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 (together 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, Peel Hunt not
received such satisfactory evidence, Peel Hunt may, in their
absolute discretion, terminate the Placee's participation in the
Fundraising in which event all funds delivered by the Placee to
Peel Hunt will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited;
16. it is acting as principal only in respect of the Fundraising
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 Peel
Hunt and the Company for the performance of all its obligations as
a Placee in respect of the Fundraising (regardless of the fact that
it is acting for another person);
17. if in a member state of the EEA, it is a "Qualified
Investor" within the meaning of Article 2(e) of the Prospectus
Regulation;
18. if in the United Kingdom, it and any person acting on its
behalf is a Qualified Investor: (i) who falls within the definition
of "investment professional" in Article 19(5) of 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 New Ordinary Shares that are
allocated to it for the purposes of its business only;
19. it understands that 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, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
20. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentation or other materials concerning the Fundraising
(including electronic copies thereof), in or into the United States
to any person and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
21. where it is acquiring the New Ordinary Shares for one or
more managed accounts, it is authorised in writing by each managed
account to acquire or subscribe for the New Ordinary Shares for
each managed account and it has full power to make, and does make,
the acknowledgements, representations and agreements herein on
behalf of each such account;
22. if it is a pension fund or investment company, its
acquisition of or subscription for New Shares is in full compliance
with applicable laws and regulations;
23. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation, the New Ordinary
Shares acquired by it in the Fundraising 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 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 Peel Hunt has been given to the proposed offer
or resale;
24. it has not offered or sold and, will not offer or sell any
New Ordinary 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;
25. any offer of New Ordinary Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
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;
26. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the New Ordinary Shares in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
27. it has complied and will comply with all applicable laws
(including, in the United Kingdom, all relevant provisions of FSMA
and the Financial Services Act 2012) with respect to anything done
by it in relation to the New Ordinary Shares;
28. if it has received any "inside information" as defined in
MAR about the Company in advance of the Fundraising, 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 MAR, prior to the information being made publicly
available;
29. (i) it (and any person acting on its behalf) has the funds
available to pay for, and has the capacity and authority and is
otherwise entitled to purchase, the New Ordinary 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, Peel Hunt, any of their
respective Affiliates or any person acting on behalf of any of them
being in breach of the legal and/or regulatory requirements and/or
any anti-money laundering requirements of any territory in
connection with the Fundraising; and (iv) the acquisition of or
subscription for the New Ordinary 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;
30. it (and any person acting on its behalf) will make payment
for the New Ordinary Shares allocated to it in accordance with this
Announcement on the due time and date set out herein against
delivery of such New Ordinary Shares to it, failing which the
relevant New Ordinary Shares may be placed with other persons or
sold as Peel Hunt may in its discretion determine and without
liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such New Ordinary Shares and may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest, fines 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 New Ordinary Shares on its behalf;
31. its allocation (if any) of New Ordinary Shares will
represent a maximum number of New Ordinary Shares to which it will
be entitled, and required, to acquire, and that Peel Hunt or the
Company may call upon it to acquire a lower number of New Ordinary
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
32. neither Peel Hunt nor any of its Affiliates or
Representatives nor any person acting on its or 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 Fundraising and participation in the
Fundraising is on the basis that it is not and will not be a client
of Peel Hunt and Peel Hunt does not have any duties or
responsibilities to it for providing the protections afforded to
its clients or customers or for providing advice in relation to the
Fundraising nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of Peel Hunt's rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
33. the person whom it specifies for registration as holder of
the New Ordinary Shares will be (i) itself; or (ii) its nominee, as
the case may be. Neither Peel Hunt, 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, fines or penalties) resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the
Company, Peel Hunt and their respective Affiliates and
Representatives 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 Peel Hunt who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
34. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection with
such agreements) shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the New Ordinary Shares (together with any interest
chargeable thereon) may be taken by Peel Hunt 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;
35. each of Peel Hunt, 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 Peel Hunt
on its own behalf and on behalf of the Company and are irrevocable
and it irrevocably authorises Peel Hunt 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;
36. it will indemnify on an after-tax-basis and hold the
Company, Peel Hunt and their respective Affiliates and
Representatives and any person acting on behalf of any of them
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 and the Broker Option (if exercised);
37. it irrevocably appoints any director of Peel Hunt 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 New Ordinary
Shares agreed to be taken up by it under the Fundraising;
38. its commitment to acquire New Ordinary 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 Fundraising and that Placees will have
no right to be consulted or require that their consent be obtained
with respect to the Company's or Peel Hunt's conduct of the
Fundraising;
39. in making any decision to acquire the New Ordinary 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 acquiring the New
Ordinary Shares; (ii) it is experienced in investing in securities
of this nature in this sector and is aware that it may be required
to bear, and is able to bear, the economic risk of participating
in, and is able to sustain a complete loss in connection with, the
Fundraising and has no need for liquidity with respect to its
investment in the New Ordinary Shares; (iii) it has relied solely
on its own investigation, 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
Fundraising, including the merits and risks involved, and not upon
any view expressed or information provided by or on behalf of Peel
Hunt; (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 New Ordinary 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 to
enable it to make an informed and intelligent decision with respect
to making an investment in the New Ordinary Shares; (v) it is aware
and understands that an investment in the New Ordinary Shares
involves a considerable degree of risk; and (vi) it will not look
to Peel Hunt, any of its Affiliates or any person acting on its or
their behalf for all or part of any such loss or losses it or they
may suffer;
40. neither the Company nor Peel Hunt owes any fiduciary or
other duties to it or any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement or
these terms and conditions;
41. it may not rely on any investigation that Peel Hunt or any
person acting on its behalf may or may not have conducted with
respect to the Company and its Affiliates or the Fundraising and
Peel Hunt has not made any representation or warranty to it,
express or implied, with respect to the merits of the Fundraising,
the subscription for or purchase of the New Ordinary 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 or subscribe for the New Ordinary Shares. It
acknowledges and agrees that no information has been prepared by,
or is the responsibility of, Peel Hunt for the purposes of this
Fundraising;
42. it will not hold Peel Hunt or any of its Affiliates or any
person acting on its or 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 neither Peel Hunt or any person acting on
its behalf 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;
43. in connection with the Placing, Peel Hunt and any of its
Affiliates acting as an investor for its own account may take up
shares in the Company and in that capacity may retain, purchase or
sell for its own account such shares in the Company and any
securities of the Company or related investments and may offer or
sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in the Company to Peel Hunt or any of its Affiliates
acting in such capacity. In addition, Peel Hunt or any of its
Affiliates may enter into financing arrangements and swaps with
investors in connection with which Peel Hunt or any of its
Affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the New Ordinary Shares.
Neither Peel Hunt nor any of its Affiliates intends to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so;
44. it understands, and each account it represents has been
advised that, (i) the New Ordinary Shares have not been and will
not be registered under the Securities Act or under the applicable
securities laws of any state or other jurisdiction of the United
States; and (ii) no representation has been made as to the
availability of any exemption under the Securities Act or any
relevant state or other jurisdiction's securities laws for the
reoffer, resale, pledge or transfer of the New Ordinary Shares;
45. the New Ordinary Shares are being offered and sold on behalf
of the Company outside the United States in offshore transactions
(as defined in Regulation S) pursuant to Regulation S under the
Securities Act. It and the prospective beneficial owner of the New
Ordinary Shares is, and at the time the New Ordinary Shares are
subscribed for will be outside the United States and subscribing
for the New Ordinary Shares in an "offshore transaction" as defined
in, and in accordance with, Regulation S under the Securities
Act.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and Peel Hunt (for their own benefit
and, where relevant, the benefit of their respective Affiliates and
any person acting on their behalf) and are irrevocable.
The agreement to allot and issue New Ordinary 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 New
Ordinary Shares in question. Neither the Company nor Peel Hunt will
be responsible for any UK stamp duty or UK stamp duty reserve tax
(including any interest, fines and penalties relating thereto)
arising in relation to the New Ordinary 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 New Ordinary Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the New Ordinary Shares into a
clearance service. Neither the Company nor Peel Hunt are liable to
bear any stamp duty or stamp duty reserve tax or any other similar
duties or taxes (including, without limitation, other stamp, issue,
securities, transfer, registration, capital, or documentary 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 New Ordinary Shares) or (ii) on a sale of
New Ordinary Shares, or (iii) 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
Fundraising as an agent or nominee) the allocation, allotment,
issue or delivery of New Ordinary 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 Peel Hunt and/or
the Company and their respective Affiliates (as the case may be)
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 Peel Hunt and/or any of its Affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the New Ordinary Shares. Each Placee
acknowledges and is aware that Peel Hunt is receiving a fee in
connection with its role in respect of the Fundraising as detailed
in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with Peel Hunt any money held in an account with Peel Hunt
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from Peel Hunt's money in accordance with
the client money rules and will be used by Peel Hunt in the course
of its own business; and the Placee will rank only as a general
creditor of Peel Hunt.
Time is of the essence as regards each Placee's obligations
under this Appendix.
Any document that is to be sent to it in connection with the
Fundraising will be sent at its risk and may be sent to it at any
address provided by it to Peel Hunt.
The rights and remedies of Peel Hunt and the Company under the
terms and conditions set out in this Appendix 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
Peel Hunt: (a) if he or she is an individual, his or her
nationality; or (ii) if he or she is a discretionary fund manager,
the jurisdiction in which the funds are managed or owned.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
All times and dates in this Announcement may be subject to
amendment. Peel Hunt shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Appendix 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission means admission of the New Ordinary 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);
Bookbuild means the bookbuilding process to be commenced
by Peel Hunt 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;
Broker Option the option granted by the Company to Peel Hunt
to coordinate the receipt of expressions of
interest for the Broker Option Shares, pursuant
to the terms of the Placing Agreement;
Broker Option up to 830,000 new Ordinary Shares to be subscribed
Shares for by existing and other investors at the
Placing Price, to the extent the Broker Option
is exercised under the terms of the Placing
Agreement;
Closing Date means the day on which the transactions effected
in connection with the Placing or the Broker
Option will be settled;
Company means Trifast 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;
Euroclear means Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and
Wales;
FCA or Financial means the UK Financial Conduct Authority;
Conduct Authority
FSMA means the Financial Services and Markets Act
2000 (as amended);
Fundraising means the Placing and the Broker Option;
Group means the Company and its subsidiary undertakings;
JerseyCo means Project Lavender Limited;
Listing Rules means the rules and regulations made by the
FCA under FSMA;
London Stock Exchange means London Stock Exchange plc;
MAR means the Market Abuse Regulation (EU) No.596/2014;
Material Adverse has the meaning given to such term in the Placing
Change Agreement;
New Ordinary Shares means the Placing Shares and/or the Broker
Option Shares (if any), as the context requires;
Option Agreement means the option agreement entered into between
the Company, Peel Hunt and JerseyCo on or about
the date hereof;
Ordinary Share means an ordinary share of 5 pence each in
the capital of the Company;
Peel Hunt means Peel Hunt LLP;
Placee means each person who is invited to and who
chooses to participate in the Placing and/or
the Broker Option;
Placing has the meaning given in paragraph 2 of this
Announcement;
Placing Agreement has the meaning given to it in Appendix 1 to
this Announcement;
Placing Documents means this Announcement and the Placing Results
Announcement;
Placing Price means the price per Ordinary Share at which
the New Ordinary Shares are placed;
Placing Results means the announcement published by the Company
Announcement confirming the results of the Placing on a
Regulatory Information Service immediately
following the execution of the Placing Terms;
Placing Shares has the meaning given in paragraph 2 of this
Announcement;
Placing Terms has the meaning given to it in Appendix 1 to
this Announcement;
Prospectus Regulation means the Prospectus Regulation (EU) 2017/1129;
Regulation S means Regulation S promulgated under the Securities
Act;
Regulatory Information means any of the services set out in Appendix
Service 3 of the Listing Rules;
Relevant Person has the meaning given to it in Appendix 1 to
this Announcement;
Representative has the meaning given to it in Appendix 1 to
this Announcement;
Restricted Territory means the United States, Australia, Canada,
Japan, Jersey or the Republic of South Africa;
Securities Act means the U.S. Securities Act of 1933, as amended;
Subscription and means the subscription and transfer agreement
Transfer Agreement entered into between the Company, Peel Hunt
and JerseyCo on or about the date hereof;
subsidiary or each have the meaning given to that term in
subsidiary undertaking the Companies Act 2006;
uncertificated means in respect of a share or other security,
or in uncertificated where that share or other security is recorded
form 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 means the United Kingdom of Great Britain and
or UK Northern Ireland; and
United States means the United States of America, its territories
or US 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
STRFLMBTMTJBMBM
(END) Dow Jones Newswires
June 19, 2020 02:00 ET (06:00 GMT)
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