TIDMEZJ
RNS Number : 9830Q
easyJet PLC
24 June 2020
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
24 June 2020
easyJet plc
Proposed Placing of Ordinary Shares
easyJet plc ("easyJet", the "Group" or the "Company"), today
announces its intention to conduct a non-pre-emptive placing (the
"Placing") of new ordinary shares of 27 2/7 pence each in the
capital of the Company ("Ordinary Shares") at the Placing Price (as
defined below) (the "Placing Shares").
The total number of Placing Shares will not exceed 59,541,498
Ordinary Shares, representing approximately 14.99% of the Company's
existing ordinary share capital. Gross proceeds from the Placing
are expected to be approximately GBP400-450 million. The Placing
will be conducted through an accelerated bookbuilding process (the
"Bookbuild"), which will be launched immediately following release
of this announcement and is subject to the terms and conditions set
out in Appendix 1 to this announcement (which forms part of this
announcement, such announcement and its appendices together being
the "Announcement").
Part of the Placing will be conditional upon shareholder
approval of an ordinary resolution; see Details of the Placing
below.
This Announcement should be read in conjunction with the
announcement published today relating to the Group's results for
the six months ended 31 March 2020 (the "Interim Results").
Reasons for the Placing
Since the outbreak of the COVID-19 pandemic, and the subsequent
grounding of the entire fleet on 30 March 2020, the Company has
taken decisive actions to maximise liquidity and reduce cash burn
while its fleet has been grounded. These actions include:
-- Significant measures to drive down costs resulting in a c.70%
decrease in operating cost cash burn during the grounding period
and negotiating extended payment terms with many of its major
suppliers
-- Delivering vastly reduced capex over the next two years
through the deferral of 24 aircraft deliveries beyond FY2025,
whilst maintaining excellent fleet flexibility. The Company will
take no aircraft deliveries in FY2021 and has retained an option to
defer a further five deliveries in FY2022
-- Having secured GBP1.7bn in additional funding through a
combination of fully drawing easyJet's $500m Revolving Credit
Facility, GBP600m issuance through the UK Government's Covid
Corporate Finance Facility, GBP400m of proceeds from two new term
loans and GBP301m of proceeds to date from sale and leaseback
transactions, with a further GBP200-350m anticipated in proceeds
from the final sale and leaseback transactions
-- In addition, the Company has set out plans to right size the
airline and its cost structure, optimise its network and reduce the
size of its fleet to reflect a gradual recovery in customer
demand
Together these actions have resulted in a current cash position
as at 22 June 2020 of approximately GBP2.4bn.
The Company has also updated its scenario planning cash burn
analysis for the period starting from 1 April 2020 (initially
published on 16 April 2020) and now assumes that under a full
grounding scenario the Company would use the following amounts of
cash:
-- 3 months full grounding - GBP1.0 billion
-- 6 months full grounding - GBP2.1 billion
-- 9 months full grounding - GBP3.0 billion
The Company resumed its flying programme on 15 June 2020 after
11 weeks of full grounding, somewhat ahead of the base case
scenario of a 3 month grounding and cash burn is slightly better
than the April forecast, principally driven by the proportion of
customers choosing to rebook or take a voucher, rather than
requesting a cash refund. The Company expects to increase capacity
over the summer months as demand increases and government
restrictions across Europe are relaxed.
The net proceeds from the Placing will further enhance easyJet's
liquidity position and credit metrics, underpinning its balance
sheet, which is one of the strongest in the industry.
Together with the anticipated remaining proceeds from the sale
and leaseback programme of GBP200-350m, following the Placing the
Company would expect to have a cash balance in excess of GBP3.0bn,
providing a significant liquidity buffer to enable easyJet to
navigate further grounding or protracted recovery scenarios.
Additionally, following completion of the sale and leaseback
programme, approximately 50% of the Company's fleet is expected to
remain unencumbered, providing further funding availability. This
further decisive action is intended to ensure easyJet is best
positioned for long term growth, contributing to the Group's
recovery and allowing it to emerge as a winner as capacity ramps up
in European airspace.
easyJet acknowledges that it is seeking to issue Placing Shares
amounting up to approximately 14.99% of its existing issued
ordinary share capital on a non-pre-emptive basis, of which up to
approximately 5.00% is subject to shareholder approval, and,
therefore, members of the Company's Board of Directors and senior
management have endeavoured to consult with the Company's major
shareholders ahead of the release of this Announcement.
Details of the Placing
BNP Paribas and Credit Suisse Securities (Europe) Limited
("Credit Suisse") are acting as Joint Global Coordinators, Joint
Bookrunners and Joint Corporate Brokers, (together, the "Banks") in
connection with the Placing.
The Placing is subject to the terms and conditions set out in
the Appendix 1 to this Announcement.
At the Company's annual general meeting in February 2020, the
Company obtained shareholder approval to issue new Ordinary Shares
of up to approximately 10% of the Company's issued ordinary share
capital at the date of the Annual General Meeting. While this was
considered to be appropriate at the time, in light of the
unforeseen and exceptional current circumstances, easyJet is
seeking to conduct a placing of up to 59,541,498 new Ordinary
Shares, representing up to approximately 14.99% of the Company's
existing issued ordinary share capital.
It is intended that up to 39,681,092 new Ordinary Shares
(representing up to approximately 9.99% of the Company's existing
ordinary share capital) will be issued under the Company's existing
share capital authority referred to above (the "Firm Share
Issuance" and such shares, the "Firm Placing Shares") and up to
19,860,406 new Ordinary Shares (representing up to approximately
5.00% of the Company's existing ordinary share capital) will be
issued conditional on shareholder approval (the "Conditional Share
Issuance" and such shares, the "Conditional Placing Shares").
Therefore, subject to the results of the Placing, the Company
intends to convene a shareholder meeting, expected to be held on or
around 14 July 2020, to approve the allotment of the Ordinary
Shares pursuant to the Conditional Share Issuance. easyJet will
shortly publish a Notice of General Meeting setting out the
shareholder resolution requiring approval, and the Board's
recommendation to shareholders to vote in favour of it.
The Firm Share Issuance will not require or be conditional upon
shareholder approval. The Conditional Share Issuance will however
be conditional upon such shareholder approval. Furthermore,
completion of the Firm Share Issuance is not conditional on
completion of the Conditional Share Issuance and therefore
completion of the Firm Share Issuance may occur where the
Conditional Share Issuance does not complete, whether by reason of
a failure to obtain shareholder approval for that Conditional Share
Issuance or otherwise.
The Firm Share Issuance will be settled on a T+2 basis, expected
to take place on or before 8.00 a.m. on 29 June 2020, save that the
Banks may, in their absolute discretion, permit certain persons who
are invited to and who choose to participate in the Placing (each,
a "Placee") to settle on such later date as the Banks and the
Company may determine. The Conditional Share Issuance will be
settled further to and conditional on shareholder approval,
expected to be on a T+14 basis, on or before 8.00 a.m. on 15 July
2020. Allocation of Ordinary Shares under the Firm Share Issuance
and the Conditional Share Issuance will be irrevocable once
confirmed to investors.
The Placing will be conducted by way of a single bookbuild of
Ordinary Shares covering both the Firm Share Issuance and the
Conditional Share Issuance. Subject to the discretion of the
Company and the Banks to elect otherwise, new Ordinary Shares will
be allocated proportionately with the same investors across the
Firm Share Issuance and the Conditional Share Issuance. An investor
allocated a percentage of new Ordinary Shares under the Firm Share
Issuance will also be conditionally allocated an equivalent
percentage of new Ordinary Shares under the Conditional Share
Issuance. Such allocations to investors are, subject to rounding,
expected to equate to approximately 66.6% of investors' total
allocations of Placing Shares under the Firm Share Issuance and
33.3% under the Conditional Share Issuance.
The Banks will commence the Bookbuild immediately following the
release of this Announcement in respect of the Placing. The price
at which the Placing Shares are to be placed (the " Placing Price
") will be determined at the close of the Bookbuild.
The book will open with immediate effect following this
Announcement. The timing of the closing of the book, pricing and
allocations, including as between the Firm Share Issuance and the
Conditional Share Issuance, are at the absolute discretion of the
Banks 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 Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
existing Ordinary Shares, including, without limitation, the right
to receive all dividends and other distributions declared, made or
paid after the date of issue.
Applications will be made (i) to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to the premium
listing segment of the Official List; and (ii) to London Stock
Exchange plc for admission of the Placing Shares to trading on its
main market for listed securities (together, "Admission").
Settlement of the Firm Share Issuance and Admission of the
Ordinary Shares to be issued in connection therewith are expected
to take place on or before 8.00 a.m. on 29 June 2020, save that the
Banks may, in their absolute discretion, permit certain Placees to
settle on such later date as the Banks and the Company may
determine and, thus, Admission of any such Firm Placing Shares may
occur later than 29 June 2020. Settlement for the Conditional Share
Issuance and Admission of the Ordinary Shares to be issued in
connection therewith are expected to take place on or before 8.00
a.m. on 15 July 2020. The Placing is conditional upon, among other
things, Admission of the relevant new Ordinary Shares becoming
effective. The Placing is also conditional upon the placing
agreement between the Company and the Banks (the "Placing
Agreement") not being terminated in accordance with its terms prior
to Admission of the relevant Placing Shares. The Conditional Share
Issuance is additionally conditional upon shareholder approval.
Appendix 1 to this Announcement sets out further information
relating to the terms and conditions of the Placing.
EU Ownership Considerations
EU Regulation requires easyJet (and all other airlines with EU
operating licences) to be majority owned and controlled by
nationals of one of the member states of the EU, Switzerland,
Norway, Iceland or Liechtenstein ("EU Nationals").
easyJet believes it is well prepared for the UK's departure from
the European Union. Since March 2019, easyJet has been structured
as a pan-European airline group of three airlines each based in
Austria, Switzerland and the UK. This ensures that easyJet can
continue to operate flights both across the EU and domestically
within EU countries after the UK has left the EU, regardless of the
Brexit outcome.
easyJet has made good progress in meeting the European ownership
requirements and approximately 47% of its equity capital is
currently owned by qualifying nationals (EU member states plus
Switzerland, Norway, Iceland, Liechtenstein, but excluding the UK).
In the event that the UK leaves the EU without a deal and if
ownership of easyJet by EU Nationals is below 50%, easyJet could
invoke the provisions within its articles of association, which
allow for suspension of rights to attend and vote at shareholder
meetings and/or sale of shares by non-qualifying nationals to
qualifying Nationals. Similar powers exist in the articles of
association of other airlines, as well as in the articles of
companies in other sectors that are subject to national share
ownership requirements. Whilst easyJet has no current intention of
exercising these powers, the position will be kept under review
pending the outcome of negotiations between the UK and the EU
during the transition period, along with other options.
Further detail on easyJet ownership restrictions are set out on
the Company's website:
https://corporate.easyjet.com/investors/shareholder-services/eu-share-ownership
CONTACTS
easyJet
Investor and analyst enquiries
Michael Barker, Head of Investor Relations
+44 (0) 7985 890 939; E-mail: michael.barker@easyjet.com
BNP Paribas (Joint Global Coordinator, Joint Bookrunner and
Joint Corporate Broker)
Andrew Forrester
Paul Frankfurt
Roger Barb
Josh Younger
Credit Suisse (Joint Global Coordinator, Joint Bookrunner and
Joint Corporate Broker)
John Hannaford
Gillian Sheldon
Nick Koemtzopoulos
Omri Lumbroso
James Green
Media enquiries
Anna Knowles Corporate Communications +44 (0)7985 873 313
Edward Simpkins Finsbury +44 (0)7947 740 551 / (0)207 251
3801
IMPORTANT NOTICES
No action has been taken by the Company, BNP Paribas, Credit
Suisse or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the securities
referred to herein or possession or distribution of this
Announcement or any other offering or publicity material relating
to the securities referred to herein in any jurisdiction where
action for that purpose is required.
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 BNP
Paribas, Credit Suisse or by any of their respective affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed at and my
only be communicated to (a) in the European Economic Area ("EEA"),
persons who are "qualified investors" within the meaning of Article
2(e) of Prospectus Regulation (Regulation (EU) 2017/1129)
("Qualified Investors"); and (b) in the United Kingdom, at
Qualified Persons who are also (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. Persons distributing this Announcement must
satisfy themselves that is lawful to do so. This Announcement is
for information purposes only and shall not constitute an offer to
sell or issue or the solicitation of an offer to buy, subscribe for
or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply
with this restriction may constitute a violation of the securities
laws of such jurisdictions. Persons needing advice should consult
an independent financial adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, BNP
Paribas, Credit Suisse or any of their respective affiliates that
would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by
Company, BNP Paribas and Credit Suisse to inform themselves about
and to observe any such restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, South Africa, Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the securities referred to herein is being made in any
such jurisdiction.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 1933,
as amended (the "Securities Act") or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any state or any
other jurisdiction of the United States.
The securities referred to herein have not been and will not be
qualified for distribution by prospectus under the securities laws
of any province or territory of Canada and may not be offered or
sold in Canada except pursuant to an exemption from the prospectus
requirements of Canadian securities laws. Sales of the securities
referred to herein may only be made in Canada to purchasers located
or resident in the provinces of Ontario, Quebec, Alberta or British
Columbia, and therein only to purchasers qualifying as both
"accredited investors" and "permitted clients" other than
individuals, as such terms are defined under applicable Canadian
securities laws.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (B) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the securities referred to herein have been subject to a product
approval process, which has determined that such securities
referred to herein are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the securities referred
to herein may decline and investors could lose all or part of their
investment; the securities referred to herein offer no guaranteed
income and no capital protection; and an investment in the
securities referred to herein is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, BNP Paribas and Credit Suisse will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the securities referred
to herein. Each distributor is responsible for undertaking its own
target market assessment in respect of the securities referred to
herein and determining appropriate distribution channels.
Each Placee, by making an oral and legally binding offer to
acquire Placing Shares, will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained in the Appendices to this Announcement and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendices 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, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement
may not occur. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The
Company, its Directors, BNP Paribas and Credit Suisse and any of
their respective affiliates, agents, directors, officers or
employees each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the Listing
Rules, MAR, the DTRs, the rules of the London Stock Exchange or the
FCA.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
BNP Paribas is supervised by the European Central Bank ("ECB")
and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR")
(and its London Branch is authorised by the ECB, the ACPR and the
Prudential Regulation Authority and subject to limited regulation
by the Financial Conduct Authority and the Prudential Regulation
Authority). Credit Suisse is authorised by the Prudential
Regulatory Authority and regulated in the United Kingdom by the
Prudential Regulation Authority and the Financial Conduct
Authority. Each of BNP Paribas and Credit Suisse and any of their
respective affiliates is acting exclusively for the Company and no
one else in connection with the Placing, the content of this
Announcement and other matters described in this Announcement. BNP
Paribas and Credit Suisse and their respective affiliates will not
regard any other person as their respective clients in relation to
the Placing, the content of this Announcement and other matters
described in this Announcement and will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to their respective clients or for
providing advice to any other person in relation to the Placing,
the content of this Announcement or any other matters referred to
in this Announcement.
In connection with the Placing, each of BNP Paribas and Credit
Suisse and any of their affiliates, acting as investors for their
own account, may take up a portion of the shares in the Placing as
a principal position and in that capacity may retain, purchase,
sell, offer to sell for their own accounts such shares and other
securities of the Company or related investments in connection with
the Placing or otherwise. Accordingly, references to Placing Shares
being offered, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or acquisition, placing or
dealing by, BNP Paribas and Credit Suisse and any of their
affiliates acting in such capacity. In addition, BNP Paribas and
Credit Suisse and any of their affiliates may enter into financing
arrangements (including swaps) with investors in connection with
which the BNP Paribas and Credit Suisse and any of their respective
affiliates may from time to time acquire, hold or dispose of
shares. BNP Paribas and Credit Suisse do not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
In addition, in the event that BNP Paribas and Credit Suisse or
any of their respective affiliates acquire Placing Shares in the
Placing, they may co-ordinate disposals of such shares in
accordance with applicable law and regulation. Except as required
by applicable law or regulation, BNP Paribas and Credit Suisse or
any of their respective affiliates do not propose to make any
public disclosure in relation to such transactions. Neither the
content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's
website (or any other website) is incorporated into or forms part
of this Announcement. The Placing Shares to be issued or sold
pursuant to the Placing will not be admitted to trading on any
stock exchange other than the London Stock Exchange.
Appendix 1
Terms and Conditions of the Placing for invited Placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING EXCEPT AS DISCLOSED IN THIS ANNOUNCEMENT UNDER "DETAILS OF
THE PLACING". THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); (B) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN
THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN
(A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE SHARES
REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED
KINGDOM, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR
ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix 1
have the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States, any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or
solicitation is unlawful. No public offering of securities will be
made in connection with the Placing in the United Kingdom, the
United States, any other Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, the Republic of
South Africa or Japan (each a "Restricted Territory") or in any
jurisdiction in which such publication or distribution is unlawful.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by
BNP Paribas or Credit Suisse Securities (Europe) Limited ("Credit
Suisse" and, together with BNP Paribas, the "Banks") or any of
their respective Affiliates or agents which would permit an offer
of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes
are required by the Company and the Banks to inform themselves
about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
State securities commission or any other regulatory authority in
the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory other than
Canada.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any
Bank or any of its respective Affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any party or its advisers, and any liability therefore
is expressly disclaimed.
The Banks and their respective Affiliates are acting exclusively
for the Company and no-one else in connection with the Placing and
are not, and will not be, responsible to anyone (including the
Placees) other than the Company for providing the protections
afforded to their clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this
Announcement.
None of the Company or the Banks or their respective Affiliates
or agents makes any representation or warranty, express or implied
to any Placees regarding any investment in the securities referred
to in this Announcement under the laws applicable to such Placees.
Each Placee should consult its own advisers as to the legal, tax,
business, financial and related aspects of an investment in the
Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement and the announcement
published on 24 June 2020 relating to the Group's results for the
six months ended 31 March 2020 (the "Interim Results" and, together
with the Announcement, (the "Announcements"), in their entirety;
and (ii) be making such offer on the terms and conditions contained
in this Appendix, including being deemed to be providing (and shall
only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties,
acknowledgements and undertakings set out herein .
In particular, each such Placee represents, warrants and
acknowledges that:
a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
b) except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it and
any account with respect to which it exercises sole investment
discretion, is either (i) outside the United States subscribing for
the Placing Shares in an offshore transaction as defined in and in
accordance with Regulation S under the Securities Act or (ii) a
"qualified institutional buyer" as defined in Rule 144A under the
Securities Act ("Rule 144A"); and
c) if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
any Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the
Managers has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix 1 are set out at in Appendix
2.
Bookbuild
Following this Announcement, the Banks will commence a
bookbuilding process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Members
of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as joint global-coordinators, joint
bookrunners and joint corporate brokers in connection with the
Placing. The Banks have entered an agreement with the Company (the
"Placing Agreement") under which, subject to the conditions set out
therein, the Banks will agree severally to use their respective
reasonable endeavours to procure Placees for the Placing Shares at
a price determined following completion of the Bookbuild and as set
out in the Placing Agreement, or failing which to subscribe as
principal for the Placing Shares.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Placing Price") and the final number of Placing
Shares will be decided at the close of the Bookbuild following the
execution of the terms of subscription by the Company and the Banks
(the "Placing Terms"). The timing of the closing of the book,
pricing and allocations are at the discretion of the Company and
the Banks. 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 will be in respect of up to 59,541,498
new Ordinary Shares, representing approximately 14.99% of the
Company's issued ordinary share capital. Shareholder approval will
be required for the allotment of 19,860,406 new Ordinary Shares
and, subject to the results of the Placing, the Company intends to
convene the General Meeting, expected to be held on or around 14
July 2020, to approve such further allotment of up to approximately
5.00% of the Company's ordinary share capital. The allotment and
issue of the Firm Placing Shares will not be conditional upon
shareholder approval. The allotment and issue of the Conditional
Placing Shares will be conditional upon such shareholder approval.
The placing of the Firm Placing Shares may still complete if the
placing of the Conditional Placing Shares does not complete,
whether by reason of a failure to obtain shareholder approval or
non-satisfaction of the other conditions.
Subject to the discretion of the Company and the Joint Global
Coordinators to elect otherwise, the Firm Placing Shares and the
Conditional Placing shares will be allocated proportionately with
the same investors. An investor allocated Firm Placing Shares will
be conditionally allocated an equivalent proportion of Conditional
Placing Shares.
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid and will rank pari
passu in all respects with the existing Ordinary Shares (other than
treasury shares which are non-voting and do not qualify for
dividends), including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue. The Placing Shares will be issued
free of any encumbrances, liens or other security interests.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. With respect to
the Firm Placing, BNP Paribas will subscribe for ordinary shares
and redeemable preference shares in North One Limited and, as the
case may be, North Three Limited, each a wholly owned subsidiary of
the Company, for an amount approximately equal to the net proceeds
of the Firm Placing. The Company will allot and issue the Firm
Placing Shares on a non-pre-emptive basis to Placees in
consideration for the transfer of the ordinary shares and
redeemable preference shares in North One Limited and, as the case
may be, North Three Limited that will be issued to BNP Paribas.
With respect to the Conditional Placing, BNP Paribas will subscribe
for ordinary shares and redeemable preference shares in North Two
Limited, a wholly owned subsidiary of the Company, for an amount
approximately equal to the net proceeds of the Conditional Placing.
The Company will allot and issue the Conditional Placing Shares on
a non-pre-emptive basis to Placees in consideration for the
transfer of the ordinary shares and redeemable preference shares in
North Two Limited that will be issued to BNP Paribas.
Application for admission to trading
The Company will apply to the Financial Conduct Authority (the
"FCA") for admission of the Placing Shares to the premium listing
segment of the Official List of the FCA (the "Official List") and
to London Stock Exchange plc (the "London Stock Exchange") for
admission to trading of the Placing Shares on its Main Market for
listed securities ("Admission"). It is expected that Admission of
the Firm Placing Shares will become effective at 8.00 a.m. on 29
June 2020, save that the Banks may, in their absolute discretion,
permit certain Placees to settle on such later date as the Banks
and the Company may determine and, thus, Admission of any such Firm
Placing Shares may occur later than 29 June 2020. Subject to
passing of the Resolution, Admission of the Conditional Placing
Shares will become effective at 8.00 a.m. on 15 July 2020 (or, in
each case, such later date as may be agreed between the Company and
the Banks).
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company.
Participation will only be available to persons who may lawfully
be, and are, invited to participate by any of the Banks. Each of
the Banks and their respective Affiliates are entitled to enter
bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Banks by all Placees whose bids are
successful. The same Placing Price will apply to both the Firm
Placing and the Conditional Placing. The Placing Price and the
aggregate proceeds to be raised through the Placing will be agreed
between the Banks and the Company following completion of the
Bookbuild. The Placing Price will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of
the Banks. Each bid should state the number of Placing Shares,
which the prospective Placee wishes to acquire either at the
Placing Price which is ultimately established by the Company and
the Banks or at prices up to a price limit specified in its bid.
Bids may be scaled down by the Banks on the basis referred to in
paragraph 6 below.
4. The Bookbuild is expected to close no later than 9 p.m.
(London time) on 24 June 2020 but may be closed earlier or later,
at the discretion of the Banks. The Banks may, in agreement with
the Company, accept bids that are received after the Bookbuild has
closed.
5. Each Placee's allocation will be confirmed to Placees orally
by the relevant Bank following the close of the Bookbuild, and a
contract note will be dispatched as soon as possible thereafter.
Subject to the discretion of the Company and the Joint Global
Coordinators to determine otherwise, each Placee's allocation will
be split proportionally between Firm Placing Shares and Conditional
Placing shares, with each Placee receiving a percentage of the
total number of Conditional Placing Shares as is equal to the
percentage that the number of Firm Placing Shares they receive
bears to the total number of Firm Placing Shares. Subject to
paragraph 7 below, the relevant Bank's oral confirmation to such
Placee will constitute an irrevocable legally binding commitment
upon such person (who will at that point become a Placee) in favour
of such Bank and the Company, under which such Placee agrees to
acquire the number of Placing Shares allocated to it (including,
subject to the passing of the Resolution, the Conditional Placing
Shares) and to pay the relevant Placing Price at the times and on
the terms and conditions set out in this Appendix and in accordance
with the Company's corporate documents.
6. Subject to paragraphs 2 and 3 above, the Banks will, in
effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares,
including as between the Firm Placing Shares and the Conditional
Placing Shares, and may scale down any bids or reallocate bids
between the Firm Placing and the Conditional Placing for this
purpose on such basis as they may determine. The Banks may also,
notwithstanding paragraphs 2 and 3 above and subject to the prior
consent of the Company, (i) allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The
acceptance of offers shall be at the absolute discretion of the
Banks.
7. The allocation of Placing Shares to Placees located in the
United States (each, a "U.S. Placee") shall be conditional on the
execution by each U.S. Placee of a U.S. Investor Representation
Letter in the form provided to it by one of the Banks or their
respective Affiliates.
8. The allocation of Placing Shares to Placees located in Canada
(each, a "Canadian Placee") shall be conditional on the execution
by each Canadian Placee of a Canadian Investor Representation
Letter in the form provided to it by one of the Banks or its
Affiliates. For greater certainty, the allocation of Placing Shares
to a fully discretionary account manager located outside Canada
shall not be considered an allocation to a Canadian Placee, and no
Canadian Investor Representation Letter shall be required to be
executed, solely as a result of the fact that such fully
discretionary account manager outside Canada is acquiring Placing
Shares for the account or benefit of a person located or resident
in Canada.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Bank's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bank, to pay it (or as it may
direct) at the relevant time(s) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
that such Placee has agreed to acquire. Such Placees' obligations
will be owed to the relevant Bank.
10. Except as required by law or regulation, no press release or
other announcement will be made by any of the Banks or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing"
(including, with respect to the Conditional Placing, the passing of
the Resolution) and to the Placing not being terminated on the
basis referred to below under "Termination of the Placing
Agreement".
13. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Bank.
14. To the fullest extent permissible by law, none of the Banks,
the Company or any of their respective Affiliates shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Banks, nor the Company, nor any of their respective
Affiliates shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of
the Banks' conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Banks, their respective Affiliates
and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms . The Banks' obligations under the Placing Agreement in
relation to the Firm Placing are conditional on certain conditions,
including:
a) the Terms of Subscription having been executed by the Company and the Banks;
b) each of the warranties on the part of the Company in the
Placing Agreement being true and accurate and not misleading on the
date of the Placing Agreement, the time of execution of the Terms
of Subscription and Admission of the Firm Placing Shares as though
they had been given and made on such date by reference to the facts
and circumstances then subsisting;
c) the Company having complied with its obligations under the
Placing Agreement or under the terms or conditions of the Placing
which fall to be performed on or prior to the First Closing Date
save where, in the opinion of the Banks, acting together and in
good faith, such non-compliance is not (singly or in the aggregate)
material in the context of the Placing or Admission;
d) other than certain announcements contemplated in connection
with the Placing and Admission, no supplementary announcement being
required to be published in connection with the Placing prior to
Admission of the Firm Placing Shares other than would not, in the
good faith opinion of the Banks, be expected to be adverse to the
Placing;
e) the First Option Agreement, Second Option Agreement, First
Subscription and Transfer Agreement and the Second Subscription and
Transfer Agreement each having been duly executed and delivered,
each remaining in full force and effect and not having been amended
or terminated, no condition under such agreements having become
incapable of satisfaction, and there having occurred no default or
breach of its or their terms, in each case prior to the Admission
of the Firm Placing Shares; and
f) the Company allotting, subject only to Admission of the Firm
Placing Shares, the Firm Placing Shares in accordance with the
Placing Agreement;
g) Admission of the Firm Placing Shares occurring at or before
8:00 a.m. (London time) on 29 June 2020 (or such later time or date
as the Banks may agree with the Company in writing) save in respect
of any Firm Placing Shares which the Banks, in their absolute
discretion, permit to be settled by such later time or date as the
Banks and the Company may determine, in which case Admission of
such Firm Placing Shares having occurred at or before such later
time and date.
The Banks' obligations under the Placing Agreement in relation
to the Conditional Placing are conditional on certain conditions,
including:
a) satisfaction of the conditions to the Firm Placing;
b) save for any breach of a warranty, which, in the opinion of
the Banks, acting jointly and in good faith, is not material in the
context of the Placing or Admission, the warranties on the part of
the Company in the Placing Agreement being true and accurate and
not misleading on the date of Admission of the Conditional Placing
Shares as though they had been given and made on such date by
reference to the facts and circumstances then subsisting ;
c) the Company having complied with its obligations under the
Placing Agreement or under the terms or conditions of the Placing
which fall to be performed on or prior to the Second Closing Date
save where, in the opinion of the Banks, acting together and in
good faith, such non-compliance is not (singly or in the aggregate)
material in the context of the Placing or Admission;
d) other than certain announcements contemplated in connection
with the Placing and Admission, no supplementary announcement being
required to be published in connection with the Placing after
Admission of the Firm Placing Shares and prior to Admission of the
Conditional Placing Shares, in connection with the Placing, other
than would not, in the good faith opinion of the Banks, be expected
to be adverse to the Placing
e) the Resolution being approved by the Company's shareholders at the General Meeting;
f) the Second Option Agreement and the Second Subscription and
Transfer Agreement each remaining in full force and effect and not
having been amended or terminated, no condition under such
agreements having become incapable of satisfaction, and there
having occurred no default or breach of its or their terms, in each
case prior to the Admission of the Conditional Placing Shares;
and
g) the Company allotting, subject only to Admission of the
Conditional Placing Shares, the Conditional Placing Shares in
accordance with the Placing Agreement; and
h) Admission of the Conditional Placing Shares occurring at or
before 8:00 a.m. (London time) on 15 July 2020 (or such later time
or date as the Banks may agree with the Company in writing.
If: (i) any of the conditions relating to the Firm Placing
contained in the Placing Agreement, including those described
above, are not fulfilled or (where applicable) waived by the Banks
by the relevant time or date specified (or such later time or date
as the Company and the Banks may agree); or (ii) the Placing
Agreement is terminated in the circumstances specified below, the
Placing (both the Firm Placing and the Conditional Placing) will
lapse and the Placees' rights and obligations hereunder in relation
to the Placing Shares shall cease and terminate at such time and
each Placee agrees that no claim can be made by it in respect
thereof.
If: (i) any of the conditions relating to the Conditional
Placing contained in the Placing Agreement, including those
described above, are not fulfilled or (where applicable) waived by
the Banks by the relevant time or date specified (or such later
time or date as the Company and the Banks may agree); or (ii) the
Placing Agreement is terminated in so far as it applies to the
Conditional Placing in the circumstances specified below, the
Conditional Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Conditional Placing Shares
shall cease and terminate at such time and each Placee agrees that
no claim can be made by it in respect thereof.
The Banks may, at their discretion, waive satisfaction in
relation to the conditions in the Placing Agreement save that the
above conditions relating, inter alia, to Admission taking place,
the Company allotting and issuing the Placing Shares and, with
respect to the Conditional Placing, the Resolution being passed at
the General Meeting may not be waived. Any such extension or waiver
will not affect Placees' commitments as set out in this
Announcement.
None of the Banks shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision it 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 Firm Placing and/or the
Conditional Placing nor for any decision it may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Banks.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
The Banks are entitled, at any time before Admission of the Firm
Placing Shares, to terminate the Placing Agreement in accordance
with its terms in certain circumstances, including, inter alia, if:
(i) there has been a breach by the Company of any of the warranties
contained in the Placing Agreement (ii) there has been a breach by
the Company of any undertakings or covenants contained in the
Placing Agreement which, in the opinion of the Banks is material in
the context of Admission or the Placing; (ii) in the opinion of the
Banks there shall have been a material adverse change; (iii) the
application for Admission is withdrawn or refused by the FCA or the
London Stock Exchange; or (iv) there has occurred a material
adverse change in international financial markets, a suspension or
limitation to trading in any securities of the Company or to
trading generally on the New York Stock Exchange, the NASDAQ
National Market or the London Stock Exchange, a material disruption
in commercial banking or securities settlement or clearance, a
material change in taxation, the imposition of exchange controls,
or the declaration of a banking moratorium. The Banks are entitled,
at any time after Admission of the Firm Placing Shares and prior to
Admission of the Conditional Placing Shares to terminate the
Placing Agreement in so far as it relates to the Conditional
Placing, in accordance with its terms, in substantially similar
circumstances to those described above.
By participating in the Placing, Placees agree that the exercise
by the Banks of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
the Company or the Banks or for agreement between the Company and
the Banks (as the case may be) and that neither the Company nor the
Banks need make any reference to, or consultation with, Placees and
that neither they nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to
Placees whatsoever in connection with any such exercise, including
if such exercise relates to the Conditional Placing but not the
Firm Placing.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in the
Announcements, and any other Exchange Information (as defined
below) previously published by or on behalf of the Company
simultaneously with or prior to the date of this Announcement and
subject to the further terms set forth in the contract note to be
provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms to the Banks, their
respective Affiliates and the Company that it has neither received
nor relied on any other information, representation, warranty, or
statement made by or on behalf of the Company (other than publicly
available information) or the Banks or their respective Affiliates
or any other person and none of the Banks or the Company, or any of
their respective Affiliates or any other person will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which the
Placees may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in 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 the Banks that, between the date
of the Placing Agreement and 180 calendar days after the First
Closing Date, it will not, without the prior written consent of the
Banks (such consent not to be unreasonably withheld or delayed)
enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain customary carve-outs agreed
between the Banks and the Company.
By participating in the Placing, Placees agree that the exercise
by the Banks of any power to grant consent to waive the undertaking
by the Company of a transaction which would otherwise be subject to
the lock-up under the Placing Agreement shall be within the
absolute discretion of the Banks and that they need not make any
reference to, or consultation with, Placees and that they shall
have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B7KR2P84) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Banks and the Company reserve
the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if
delivery or settlement is not practicable in CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the total number of Placing Shares, the
number of Firm Placing Shares and the number of Conditional Placing
Shares to be allocated to it at the Placing Price, the aggregate
amount owed by such Placee to the Banks and settlement
instructions. Placees should settle against the Crest ID of their
appointed agent Bank (which will be communicated to such Placees
separately). It is expected that such contract note will be
dispatched by the appointed agent bank on 25 June 2020 and that
this will also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Bank.
The Company will deliver the Placing Shares to a CREST account
operated by Exane BNP Paribas as agent for the Company and Exane
BNP Paribas will enter its delivery (DEL) instruction into the
CREST system. Exane BNP Paribas will hold any Placing Shares
delivered to this account as nominee for the Placees. The input to
CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that Placee
against payment.
It is expected that settlement of the Firm Placing Shares will
be on 29 June 2020 on a T+2 basis in accordance with the
instructions given to the Banks, save that the Banks may, in their
absolute discretion, permit certain Placees to settle on such later
date as the Banks and the Company may determine.
Subject to passing of the Resolution, it is expected that
settlement of the Conditional Placing Shares will be on 15 July
2020 on a T+14 basis (following the passing of the Resolution and
announcement by the Company thereof) in accordance with the
instructions given to the Banks.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks may sell any or all of the Placing 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 or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject to as provided
below, be so registered free from any liability to UK stamp duty or
UK stamp duty reserve tax. If there are any circumstances in which
any other stamp duty or stamp duty reserve tax (and/or any
interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither the
Banks (nor any of their Affiliates) nor the Company shall be
responsible for the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Banks (in their capacity as joint bookrunners and as
placing agents of the Company in respect of the Placing) and their
respective Affiliates, and the Company, in each case as a
fundamental term of its application for Placing Shares, the
following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation and it has not received
and will not receive a prospectus, admission document or other
offering document in connection with the Bookbuild, the Placing or
the Placing Shares;
3. that certain Ordinary Shares are admitted to trading on the
London Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance
with MAR and the rules and practices of the London Stock Exchange
and/or the FCA (collectively, the "Exchange Information"), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss
account, and similar statements for preceding financial years and
that it has reviewed such Exchange Information and that it is able
to obtain or access such Exchange Information;
4. that none of the Banks, nor the Company nor any of their
respective Affiliates nor any person acting on behalf of any of
them has provided, and none of them will provide, it with any
material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested any of the Banks, the
Company, or any of their respective Affiliates nor any person
acting on behalf of any of them to provide it with any such
material or information;
5. unless otherwise specifically agreed with the Banks, that it
is not, and at the time the Placing Shares are acquired, neither it
nor the beneficial owner of the Placing Shares will be, a resident
of a Restricted Territory or any other jurisdiction in which it
would be unlawful to make or accept an offer to acquire the Placing
Shares, and further acknowledges that the Placing Shares have not
been and will not be registered or otherwise qualified, for offer
and sale nor will an offering document, prospectus or admission
document be cleared or approved in respect of any of the Placing
Shares under the securities legislation of the United States or any
other Restricted Territory and, subject to certain exceptions, may
not be offered, sold, transferred, delivered or distributed,
directly or indirectly, in or into those jurisdictions or in any
country or jurisdiction where any such action for that purpose is
required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Banks or any of
their respective Affiliates or any person acting on their behalf
has or shall have any responsibility or liability for any
information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in the
Announcements and any other Exchange Information, such information
being all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by the Banks or the
Company and none of the Banks, any of their respective Affiliates
or the Company will be liable for any Placee's decision to accept
an invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing and that none of
the Banks or any of their Affiliates have made any representations
to it, express or implied, with respect to the Company, the
Bookbuild, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of the Exchange Information, and each of
them expressly disclaims any liability in respect thereof. Nothing
in this paragraph or otherwise in this Announcement excludes the
liability of any person for fraudulent misrepresentation made by
that person;
7. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Banks,
any of its Affiliates or any person acting on the Banks or any of
its Affiliates' behalf and understands that (i) none of the Banks
or any of their respective Affiliates nor any person acting on its
behalf has or shall have any liability for public information or
any representation; (ii) none of the Banks or any of their
respective Affiliates nor any person acting on its behalf has or
shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this document or otherwise; and that
(iii) none of the Banks or any of their respective Affiliates nor
any person acting on their behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of
publication, the date of this Announcement or otherwise;
8. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
9. acknowledges that no action has been or will be taken by the
Company, the Banks or any person acting on behalf of the Company or
the Banks that would, or is intended to, permit a public offer of
the Placing Shares in any country or jurisdiction where any such
action for that purpose is required;
10. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Banks, the Company or any of their
respective Affiliates acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
11. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
12. that it has complied with its obligations under the Criminal
Justice Act 1993, the EU Market Abuse Regulation and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the Banks have not received such
satisfactory evidence, the Banks may, in their absolute discretion,
terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Banks will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
13. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Banks and the Company for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person);
14. if in a Member State of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is a
"Qualified Investor" within the meaning of Article 2(e) of the
Prospectus Regulation;
15. if in the United Kingdom, that it is a Qualified Investor:
(i) who falls within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who falls
within Article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order or (iii) to whom
this Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
16. if located or resident in Canada, it is: (a) in the Province
of Ontario, Alberta, British Columbia or Quebec, and not located or
resident in any other province or territory of Canada; (b) it is an
"accredited investor" as defined in National Instrument 45-106 of
the Canadian Securities Administrators ("NI 45-106") or in Section
73.3 of the Securities Act (Ontario) and, if relying on
subparagraph (m) of the definition of that term in NI 45-106, was
not created and is not being used solely to acquire securities as
an accredited investor; (c) it is not an individual; (d) it is a
"permitted client" as defined in National Instrument 31-103 of the
Canadian Securities Administrators; and (e) it has agreed to be
bound by the terms of the Canadian Investor Representation Letter
in the form provided to it by one of the Banks or its
Affiliate;
17. that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United
States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
18. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
19. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
20. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation, that the Placing
Shares acquired for by it in the Placing will not be acquired for
on a non-discretionary basis on behalf of, nor will they be
acquired for with a view to their offer or resale to, persons in a
member state of the EEA other than Qualified Investors or persons
in the United Kingdom other than Relevant Persons, or in
circumstances in which the prior consent of the Banks has been
given to the proposed offer or resale;
21. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to Relevant
Persons or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
22. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
23. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
24. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
25. if it has received any inside sensitive information about
the Company in advance of the Placing, it has not: (i) dealt in the
securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by the MAR,
prior to the information being made publicly available;
26. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Banks, any of their Affiliates or any person acting on their
behalf being in breach of the legal and/or regulatory requirements
and/or any anti-money laundering requirements of any territory in
connection with the Placing; and (iv) that the subscription for and
purchase of the Placing Shares by it or any person acting on its
behalf will be in compliance with applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
27. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Banks may in their absolute 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 Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties) due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing
Shares on its behalf;
28. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Banks or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
29. that its acquisition of Firm Placing Shares is not subject
to the passing of the Resolution, that the Conditional Placing is
subject to the passing of the Resolution at the General Meeting
and, if the Resolution is not passed, the Firm Placing may proceed
without the Conditional Placing proceeding and, as such, the
Company may be required to seek further funding in the future;
30. that none of the Banks nor any of their respective
Affiliates nor any person acting on their behalf, is making any
recommendations to it, or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that
it is not and will not be a client of the Banks and that the Banks
and their respective Affiliates do not have any duties or
responsibilities to it for providing the protections afforded to
their respective clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of the Banks'
rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
31. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Banks nor the Company nor any of their
respective Affiliates will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar duties or
taxes (together with any interest or penalties) resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to indemnify each of the
Banks, the Company and any of their respective Affiliates in
respect of the same on an after-tax basis on the basis that the
Placing Shares will be allotted to the CREST stock account of
PRIMPLAC who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
32. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Banks or the Company in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
33. that each of the Banks, the Company and their respective
Affiliates and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each of
the Banks on their own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises each of the Banks and the
Company to produce this Announcement, pursuant to, in connection
with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
34. that it will indemnify on an after-tax basis and hold each
of the Banks, the Company and their respective Affiliates and any
person acting on their behalf harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
35. acknowledges that it irrevocably appoints any director of
the Banks as its agent for the purposes of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
36. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Banks conduct of the
Placing;
37. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in 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 Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Banks or any of their respective
affiliates, (iv) it has had sufficient time and access to
information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary
for the purposes of its investigation, and (v) it will not look to
the Company, the Banks, any of their respective Affiliates or any
person acting on their behalf for all or part of any such loss or
losses it or they may suffer;
38. acknowledges and agrees that none of the Banks, their
respective affiliates or the Company owe any fiduciary or other
duties to it or any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement;
39. understands and agrees that it may not rely on any
investigation that the Banks or any person acting on its behalf may
or may not have conducted with respect to the Company and its
Affiliates or the Placing and the Banks have not made any
representation or warranty to it, express or implied, with respect
to the merits of the Placing, the subscription for or purchase of
the Placing Shares, or as to the condition, financial or otherwise,
of the Company and its Affiliates, or as to any other matter
relating thereto, and nothing herein shall be construed as any
investment or other recommendation to it to acquire the Placing
Shares. It acknowledges and agrees that no information has been
prepared by, or is the responsibility of, the Banks or any of their
respective affiliates for the purposes of this Placing;
40. acknowledges and agrees that it will not hold any of the
Banks or any of their respective Affiliates or any person acting on
their behalf responsible or liable for any misstatements in or
omission from any publicly available information relating to the
Group or information made available (whether in written or oral
form) relating to the Group (the "Information") and that none of
the Banks or any person acting on behalf of the Banks makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
41. that in connection with the Placing, the Banks and any of
their respective 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 shares being issued, offered or
placed should be read as including any issue, offering or placement
of such shares in the Company to the Banks and any of their
respective Affiliates acting in such capacity. In addition, the
Banks and any of their respective Affiliates may enter into
financing arrangements and swaps with investors in connection with
which the Banks may from time to time acquire, hold or dispose of
such securities of the Company, including the Placing Shares. None
of the Banks or any of their respective Affiliates intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so;
42. acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of any Restricted Territory and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States or any other Restricted Territory, or in any country or
jurisdiction where any action for that purpose is required;
43. the Placing Shares offered and sold in the United States are
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act and, so long as the Placing Shares are
"restricted securities", it will not deposit the Placing Shares
into any unrestricted depositary receipt facility maintained by any
depositary bank in respect of the Company's shares. It will not
reoffer, sell, pledge or otherwise transfer the Placing Shares
except: (i) in an offshore transaction in accordance with
Regulation S under the Securities Act; (ii) in the United States to
QIBs pursuant to Rule 144A; (iii) pursuant to Rule 144 under the
Securities Act (if available) or another exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, in each case in compliance with all applicable
securities laws of the United States or any State or other
jurisdiction of the United States or (iv) pursuant to an effective
registration statement under the Securities Act and that, in each
such case, such offer, sale, pledge or transfer will be made in
accordance with any applicable securities laws of any state of the
United States;
44. the Placing Shares are being offered and sold by or on
behalf of the Company in offshore transactions (as defined in
Regulation S under the Securities Act) and to certain qualified
institutional buyers ("QIBs") (as defined in Rule 144A) in reliance
upon Rule 144A or another exemption from, or transaction not
subject to, the registration requirements under the Securities Act.
It and the prospective beneficial owner of the Placing Shares is,
and at the time the Placing Shares are subscribed for will be
either: (i) outside the United States and subscribing for the
Placing Shares in an offshore transaction as defined in, and in
accordance with, Regulation S under the Securities Act or (ii) a
QIB which has (where required by the relevant Bank) agreed to be
bound to the terms of the U.S. Investor Representation Letter in
the form provided to it by one of the Banks or its Affiliates. In
addition, with respect to (ii) above, it is subscribing for the
Placing Shares for its own account or for one or more accounts as
to each of which it exercises sole investment discretion and each
of which is a QIB, it is subscribing for the Placing Shares for
investment purposes only and not with a view to any distribution or
for resale in connection with the distribution thereof in whole or
in part, in the United States and it has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such account;
45. that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or any form of directed selling efforts (as defined
in Regulation S).
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (for their own
benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on their behalf) and are
irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Banks or the Company owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. None of the Company or
the Banks or their respective Affiliates will be responsible for
any UK stamp duty or UK stamp duty reserve tax (including any
interest and penalties relating thereto) arising in relation to the
Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Banks nor the Company are liable to bear any stamp duty
or stamp duty reserve tax or any other similar duties or taxes
("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Banks and/or the Company and their respective Affiliates
harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that any of the Banks or any of their
respective Affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the Banks are receiving
a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Banks, any money held in an account with any of
the Banks on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the Banks money
in accordance with the client money rules and will be used by the
Banks in the course of its own business; and the Placee will rank
only as a general creditor of the Banks.
All times and dates in this Announcement may be subject to
amendment by the Banks (in its absolute discretion). The Banks
shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Banks and the Company under these
Terms and Conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
Each Placee may be asked to disclose in writing or orally to the
Banks:
(a) if he or she is an individual, his or her nationality;
or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission means admission of the Placing
Shares to the premium listing
segment of the Official List
and to trading on the London
Stock Exchange's main market
for listed securities;
Affiliate has the meaning given in Rule
501(b) of Regulation D under
the Securities Act or Rule
405 under the Securities Act,
as applicable and, in the case
of the Company, includes its
subsidiary undertakings and
agents;
Announcement means this announcement (including
its Appendices);
Banks means BNP Paribas and Credit
Suisse;
BNP Paribas means BNP Paribas and Exane
S.A.;
Bookbuild means the bookbuilding process
to be commenced by the Banks
to use reasonable endeavours
to procure placees for the
Placing Shares, as described
in this Announcement and subject
to the terms and conditions
set out in this Announcement
and the Placing Agreement;
Canadian Investor Representation means the letter in the form
Letter provided by one of the Banks
or its Affiliates for Placees
in Canada;
Conditional Placing means the placing of the Conditional
Placing Shares in accordance
with the terms and conditions
set out in Appendix 1 to this
Announcement;
Conditional Placing Shares has the meaning given in the
section headed "Details of
the Placing" of this Announcement;
Company means easyJet plc;
Credit Suisse means Credit Suisse Securities
(Europe) Limited and, where
this Announcement refers to
sponsor services provided to
the Company, Credit Suisse
International
CREST means the relevant system (as
defined in the Uncertificated
Securities Regulations 2001
(SI 2001 No. 3755)) in respect
of which Euroclear is the Operator
(as defined in such Regulations)
in accordance with which securities
may be held and transferred
in uncertificated form;
DTRs means the Disclosure Guidance
and Transparency Rules made
by the FCA pursuant to Part
VI of FSMA;
Euroclear means Euroclear UK & Ireland
Limited, a company incorporated
under the laws of England and
Wales;
Exchange Information has the meaning given in Appendix
1
FCA or Financial Conduct Authority means the UK Financial Conduct
Authority;
Firm Placing means the placing of the Firm
Placing Shares in accordance
with the terms and conditions
set out in Appendix 1 to this
Announcement;
Firm Placing Shares has the meaning given in the
section headed "Details of
the Placing" of this Announcement;
First Closing Date means the day on which the
Firm Placing will be settled;
First Option Agreement means the option agreement
entered into between the Company,
North One Limited and BNP Paribas
on or about the date hereof;
First Subscription and Transfer means the subscription and
Agreement transfer agreement entered
into between the Company, North
One Limited and BNP Paribas
on or about the date hereof;
FSMA means the Financial Services
and Markets Act 2000 (as amended);
General Meeting means the general meeting of
the Company, at which the resolution
is to be proposed, expected
to be held on or around 14
July 2020;
Group means the Company and its subsidiary
undertakings;
Interim Results means the announcement published
on 24 June 2020 relating to
the Group's results for the
six months ended 31 March 2020;
Listing Rules means the rules and regulations
made by the FCA under FSMA;
LSE or London Stock Exchange means London Stock Exchange
plc;
MAR means the Market Abuse Regulation
(EU) No.596/2014;
Material Adverse Effect means a material adverse effect
or change in or affecting,
or any development reasonably
likely to give rise to or to
involve a material adverse
change in, or affecting, the
condition (financial, operational,
legal, or otherwise) or in
the earnings, management, business
affairs, solvency or financial
prospects of the Group taken
as a whole, whether or not
arising in the ordinary course
of business;
Ordinary Share means an ordinary share of
27 2/7 pence each in the capital
of the Company;
Placee means any person (including
individuals, funds or otherwise)
by whom or on whose behalf
a commitment to acquire Placing
Shares has been given;
Placing has the meaning given in paragraph
1 of this Announcement;
Placing Agreement has the meaning given to it
in Appendix 1 to this Announcement;
Placing Price means the price per Ordinary
Share at which the Placing
Shares are placed;
Placing Shares has the meaning given in paragraph
1 of this Announcement;
Placing Terms has the meaning given to it
in Appendix 1 to this Announcement;
PRA or Prudential Regulation means the UK Prudential Regulation
Authority Authority;
Pricing Announcement means the announcement published
by the Company confirming the
results of the Placing on a
Regulatory Information Service
immediately following the execution
of the Placing Terms;
Prospectus Regulation means the Prospectus Regulation
(EU) 2017/1129;
QIB means qualified institutional
buyer as defined in Rule 144A
of the Securities Act;
Regulation S means Regulation S promulgated
under the Securities Act;
Regulatory Information Service means any of the services set
out in Appendix 3 of the Listing
Rules;
Resolution means the resolution of the
Company's shareholders to approve
the allotment of the Conditional
Placing Shares, as set out
in the notice of the General
Meeting;
Restricted Territory means the United States, Australia,
Canada, the Republic of South
Africa or Japan;
Second Closing Date means the day on which the
Conditional Placing will be
settled;
Second Option Agreement means the option agreement
entered into between the Company,
North Two Limited and BNP Paribas
on or about the date hereof;
Second Subscription and Transfer means the subscription and
Agreement transfer agreement entered
into between the Company, North
Two Limited and BNP Paribas
on or about the date hereof;
Securities Act means the U.S. Securities Act
of 1933, as amended;
subsidiary has the meaning given to that
term in the Companies Act 2006;
subsidiary undertaking has the meaning given to that
term in the Companies Act 2006;
Terms and Conditions
means the terms and conditions
of the Placing set out in Appendix
1 to this Announcement;
U.S. Investor Representation means the letter in the form
Letter provided by one of the Banks
or its Affiliates for Placees
in the United States;
uncertificated or in uncertificated means in respect of a share
form or other security, where that
share or other security is
recorded on the relevant register
of the share or security concerned
as being held in uncertificated
form in CREST and title to
which may be transferred by
means of CREST;
United Kingdom or UK means the United Kingdom of
Great Britain and Northern
Ireland; and
United States or US means the United States of
America, its territories and
possessions, any state of the
United States of America, the
District of Columbia and all
other areas subject to its
jurisdiction and any political
sub-division thereof.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK. All
references to "US$", "$" or "dollars" are to the lawful currency of
the United States of America.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEZZGZVKDRGGZM
(END) Dow Jones Newswires
June 24, 2020 11:39 ET (15:39 GMT)
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