TIDMNCC
RNS Number : 5140Y
NCC Group PLC
13 May 2021
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THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR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, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
NCC Group plc
13 May 2021
Proposed placing of ordinary shares to raise gross proceeds of
c. GBP70 million
NCC Group plc ("NCC" or the "Company") today announces its
intention to conduct a placing of new ordinary shares (the "Placing
Shares") of 1 pence each in the Company (the "Placing").
It is intended that the Placing will result in the Company
raising total gross proceeds of c. GBP70 million. The total number
of Placing Shares is expected to represent approximately 9.9 per
cent. of the Company's existing issued share capital.
The Placing is being conducted through an accelerated bookbuild
which will be launched immediately following release of this
announcement. Peel Hunt LLP ("Peel Hunt") and Jefferies
International Limited ("Jefferies", and together with Peel Hunt the
"Joint Bookrunners" and each a "Joint Bookrunner") are acting as
Joint Global Co-ordinators and Joint Bookrunners in respect of the
Placing. Lazard & Co., Limited ("Lazard") is acting as
financial adviser to the Company in connection with the
Acquisition.
Reasons for the Placing
As announced today, the Company has reached an agreement with
Iron Mountain Inc. to acquire its Intellectual Property Management
division ("IPM") (the "Acquisition") for a total consideration of
$220 million (c. GBP156 million).
IPM is a leading software escrow provider within a large and
fragmented US market - the combination will provide immediate
scale-up of the core business while making the US region NCC's
largest contributor of divisional revenues and profits. The
directors of the Company believe the Acquisition is both
strategically and financially compelling.
Further details on the Acquisition can be found in the
announcement of the Acquisition published earlier today, which
should be read in conjunction with this announcement.
The consideration for the Acquisition will be funded by a
combination of NCC's new $70 million term loan agreement, its
existing revolving credit facility, existing cash balances on the
balance sheet and the gross proceeds of the Placing.
The appendix to this announcement sets out further details of
and the terms and conditions of the Placing.
NCC acknowledges that it is seeking to issue new ordinary shares
amounting to approximately 9.9 per cent. of its existing issued
ordinary share capital on a non-pre-emptive basis. Members of the
Board have consulted with the Company's major institutional
shareholders ahead of the release of this announcement. These
shareholders are supportive of the proposed structure, which has
been chosen to minimise costs, time to completion and use of
management time, as well as being most appropriate to deliver
financing for the Acquisition.
Details of the Placing
The Placing is subject to the terms and conditions set out in
the appendix to this announcement. The Joint Bookrunners 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 are at the absolute discretion of the Joint Bookrunners
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 of the Company, including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Applications will be made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to the premium
listing segment of the Official List; and to London Stock Exchange
plc for admission of the Placing Shares to trading on its main
market for listed securities (together, "Admission").
Settlement for the Placing Shares and Admission are expected to
take place on 17 May 2021. The Placing is conditional upon, among
other things, Admission becoming effective. The Placing is also
conditional upon the placing agreement between the Joint
Bookrunners and the Company (the "Placing Agreement") not being
terminated in accordance with its terms. The appendix to this
announcement sets out further details of the terms of the Placing
Agreement.
The Placing is not conditional on the completion of the
Acquisition. In the unlikely event the Acquisition does not
complete by 28 June 2021 (being the long stop date under the
Purchase Agreement), the Company may, at its option, decide to use
the funds for alternative acquisitions or consider a tax efficient
way to return capital to its shareholders.
Directors' participation in the Placing
It is the intention of the following Directors to participate in
the Placing, to an aggregate value of approximately GBP176,700:
Name Role Approximate value of
Placing Shares proposed
to be acquired
Chris Stone Non-Executive Chairman GBP100,000
-------------------------- -------------------------
Adam Palser Chief Executive Officer GBP38,775
-------------------------- -------------------------
Chris Batterham Senior Independent GBP12,925
Non-Executive Director
-------------------------- -------------------------
Jennifer Duvalier Independent Non-Executive GBP25,000
Director
-------------------------- -------------------------
This Announcement contains inside information. The person
responsible for arranging and authorising the release of this
announcement is Tim Kowalski, CFO of NCC Group plc.
For further information contact:
NCC Group plc
Adam Palser, CEO
Tim Kowalski, CFO +44 (0)161 209 5432
Peel Hunt LLP (Joint Bookrunner)
Edward Knight
Charlie Batten
Nick Prowting
Jock Maxwell Macdonald (Syndicate) +44 (0)20 7418 8900
Jefferies International Limited (Joint Bookrunner)
Simon Hardy
Will Soutar
Lee Morton (Syndicate) +44 (0)20 7029 8000
Lazard (Financial Adviser)
Cyrus Kapadia
Louise Campbell
Simon Chambers +44 (0)207 187 2000
Maitland / AMO
Neil Bennett
Sam Cartwright +44 (0)20 7379 5151
IMPORTANT NOTICE
This announcement including its Appendix (together, the
"Announcement") and the information contained in it is not for
publication, release or distribution, in whole or in part, directly
or indirectly, in or into the United States, Australia, Canada,
Japan or South Africa or any other jurisdiction in which
publication, release or distribution would be unlawful. This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for shares in the capital of NCC
Group plc (the "Company") in the United States, Australia, Canada,
Japan or South Africa or any other state or jurisdiction in which
such offer or solicitation is not authorised or to any person to
whom it is unlawful to make such offer or solicitation. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered,
sold or transferred, 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 any applicable securities laws of any state
or other jurisdiction of the United States. The Placing Shares are
being offered and sold outside the United States in accordance with
Regulation S under the Securities Act.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the
Prospectus Regulation (EU) 2017/1129, as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018
as amended (the "UK Prospectus Regulation") from the requirement to
produce a prospectus. This Announcement is being distributed to
persons in the United Kingdom only in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply. No prospectus will be made
available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with
the UK Prospectus Regulation) to be published. This Announcement
and the terms and conditions set out herein are for information
purposes only and are directed only at: (a) persons in Member
States of the European Economic Area who are qualified investors
(within the meaning of article 2(e) of Regulation
(EU) 2017/1129 as amended (the "Prospectus Regulation")
("Qualified Investors"); (b) in the United Kingdom, Qualified
Investors within the meaning of the UK Prospectus Regulation who
are persons who (i) have professional experience in matters
relating to investments falling within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order") or (ii) are persons falling within article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Order; (c) in the United States, a
limited number of "qualified institutional buyers" (as defined in
Rule 144A under the U.S. Securities Act of 1933, as amended; and
(d) persons to whom it may otherwise be lawfully communicated; (all
such persons together being referred to as "relevant persons").
This Announcement and the terms and conditions set out herein must
not be acted on or relied on by persons who are not relevant
persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment
activity to which this Announcement and the terms and conditions
set out herein relates is available only to relevant persons and
will be engaged in only with relevant persons.
No prospectus has been prepared or filed with any securities
commission or other securities regulatory authorities in any
jurisdiction in Canada in connection with the offer or sale of the
Placing Shares. Any offer and sale of the Placing Shares in Canada
is being made on a private placement basis only and pursuant to an
exemption from the requirement that the Company prepares and files
a prospectus under applicable Canadian securities laws. Any resale
of the Placing Shares in Canada must be made in accordance with
applicable Canadian securities laws, which may vary depending on
the relevant jurisdiction, and which may require resales to be made
in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada. There will be no
public offering of the Placing Shares in Canada. This Announcement
does not contain all of the information that would normally appear
in a prospectus under applicable Canadian securities laws. No
securities commission or similar regulatory authority in Canada has
reviewed or in any way passed upon this Announcement or the merits
of the Placing Shares. Any representation to the contrary is an
offense. This Announcement is not, and under no circumstances is to
be construed as, a prospectus, an offering memorandum, an
advertisement, a solicitation to purchase, a public offering of the
Placing Shares in Canada.
No offer and sale of Placing Shares is or will be made in
Canada, except to persons who are: (a) an "accredited investor" as
defined in Section 1.1 of National Instrument 45-106 - Prospectus
Exemptions ("NI 45-106 or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and are either purchasing the
Placing Shares as principal for their own account, or are deemed to
be purchasing the Placing Shares as principal for its own account
in accordance with applicable Canadian securities laws and not as
agent for the benefit of another person or as trustee, for
investment only and not with a view to resale or redistribution;
(b) not created or being used solely to purchase or hold the
Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" as defined in section 1.1 of National Instrument
31-103 - Registration Requirements, Exemptions and Ongoing
Registrant Obligations ("NI 31-103") that is not an individual; and
(d) is resident in either the Province of Alberta, British
Columbia, Ontario or Quebec and entitled under applicable Canadian
securities laws, including the securities laws applicable to such
Province, to purchase the Placing Shares without the benefit of a
prospectus.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Peel
Hunt LLP ("Peel Hunt") or Jefferies International Limited
("Jefferies" and together with Peel Hunt, the "Joint Bookrunners"
and each a "Joint Bookrunner"), or by any of their 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.
Each Joint Bookrunner is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA"). Each Joint
Bookrunner is acting solely for the Company and no one else in
connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement. Apart
from the responsibilities and liabilities, if any, which may be
imposed on the Joint Bookrunners by FSMA or by the regulatory
regime established under it, neither Peel Hunt, Jefferies nor any
of their affiliates accepts any responsibility whatsoever for the
contents of the information contained in this Announcement or for
any other statement made or purported to be made by or on behalf of
any Joint Bookrunner or any of their affiliates in connection with
the Company, the Placing Shares or the Placing. Peel Hunt,
Jefferies and each of their affiliates accordingly disclaim all and
any responsibility and liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by any Joint Bookrunner or any of their affiliates as to
the accuracy, completeness or sufficiency of the information
contained in this Announcement. Each Joint Bookrunner may, at their
discretion, appoint sub-agents or delegate the exercise of any of
their powers, authorities or discretions to any of their respective
affiliates or such persons as such Joint Bookrunner may think fit,
including where required to ensure compliance with legal and
regulatory obligations.
Lazard & Co., Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for the Company and for no one else in connection with
the Acquisition and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients
or for providing advice in connection with the Acquisition. Neither
Lazard & Co., Limited nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Lazard & Co., Limited in
connection with this announcement, any statement contained herein,
the Acquisition or otherwise.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company and/or the Joint
Bookrunners or any of their respective affiliates that would, or
which is intended to, permit an offering of the Placing Shares in
any jurisdiction or result in the possession or distribution of
this Announcement or any other offering or publicity material
relating to Placing Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about, and to observe, such
restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in
this Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it and nor do they
intend to. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company. As a result of these risks, uncertainties and assumptions,
the recipient should not place undue reliance on these
forward-looking statements as a prediction of actual results or
otherwise.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained in Chapter 3 of the FCA Handbook Product Intervention and
Product Governance Sourcebook (together, the "UK Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK Product Governance Requirements) may
otherwise have with respect thereto, the Placing Shares have been
subject to a product approval process, which has determined that
such securities 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 paragraph 3 of the FCA Handbook Conduct of Business Sourcebook;
and (ii) eligible for distribution through all permitted
distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
APPIX
FURTHER DETAILS AND TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) (TOGETHER, THE
"ANNOUNCEMENT") AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS SELECTED
BY PEEL HUNT LLP ("PEEL HUNT") AND JEFFERIES INTERNATIONAL LIMITED
("JEFFERIES", AND TOGETHER WITH PEEL HUNT, THE "JOINT BOOKRUNNERS"
AND EACH A "JOINT BOOKRUNNER") (EACH ACTING AS AGENT FOR THE
COMPANY AND AS JOINT BOOKRUNNER) AND WHO ARE: (A) PERSONS IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS
(WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129,
AS AMED (THE "PROSPECTUS REGULATION")) ("QUALIFIED INVESTORS"); (B)
IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN THE
PROSPECTUS REGULATION (EU) 2017/1129, AS IT FORMS PART OF UNITED
KINGDOM LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
AS AMED (THE "UK PROSPECTUS REGULATION") WHO ARE PERSONS WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); OR (II)
ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; (C) IN
THE UNITED STATES, A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL
BUYERS" (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF
1933, AS AMED (THE "SECURITIES ACT")); AND (D) PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A),
(B) (C) AND (D) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN 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
(INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT IS NOT AN OFFER TO
SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE
SECURITIES IN THE UNITED STATES OR ELSEWHERE. THE PLACING SHARES
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
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. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing (and any person acting on such person's behalf), by making
an oral or written offer to acquire Placing Shares (as defined
below), will be deemed to have read and understood this
Announcement, including this Appendix, the announcement made on the
date of this Announcement containing the terms and conditions of
the Company's acquisition of the Intellectual Property Management
division of Iron Mountain Inc. (the "Acquisition Announcement") in
their entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix.
This Announcement (including the Appendix) is for information
only and does not constitute an offer or invitation to underwrite,
subscribe for or otherwise acquire or dispose of any securities or
investment advice in any jurisdiction, including without
limitation, the United Kingdom, the United States, Australia,
Canada, Japan or South Africa. Past performance is not a good guide
to future performance. Persons needing advice should consult an
independent financial adviser. This Announcement and the
information contained herein is not for publication or
distribution, directly or indirectly, to persons in the United
States, Australia, Canada, Japan or South Africa or in any
jurisdiction in which such publication or distribution is unlawful;
no prospectus has been lodged with or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of
Finance; and the Placing Shares have not been, and nor will they
be, registered or otherwise qualified for offer and sale under the
securities laws of any state, province or territory of Australia,
Canada, Japan or South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan or South
Africa.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to acquire Placing Shares has
been given.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
subscribe for Placing Shares has been given will (i) be deemed to
have read and understood this Announcement in its entirety; and
(ii) be making such offer on the terms and conditions contained in
this Appendix, including being deemed to be providing (and shall
only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
Announcement;
3. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation or Article 5(1) of the UK
Prospectus Regulation (as applicable), that the 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 the United
Kingdom or a Member State of the European Economic Area or to which
the Prospectus Regulation or the UK Prospectus Regulation otherwise
applies other than Qualified Investors or in circumstances in which
the prior consent of the Joint Bookrunners has been given to the
offer or resale;
4. that the Placing Shares are being offered and sold to it in
reliance on an exemption from, or in transactions not subject to,
the registration requirements of the Securities Act (as defined
below), in transactions not involving a public offering of
securities in the United States and the Placing Shares have not
been, and will not be, registered under the Securities Act or with
any State or other jurisdiction of the United States;
5. with respect to any Placing Shares offered to or purchased by
it in the United States or for and on behalf of persons in the
United States, it understands and agrees: (1) that it is a
"qualified institutional buyer" ("QIB") within the meaning of Rule
144A ("Rule 144A") under the U.S Securities Act of 1933, as amended
(the "Securities Act"); (2) that the Placing Shares are being
offered and sold to it in reliance on an exemption from, or in
transactions not subject to, the registration requirements of the
Securities Act, in transactions not involving a public offering of
securities in the United States and the Placing Shares have not
been, and will not be, registered under the Securities Act or with
any State or other jurisdiction of the United States; (3) that the
Placing Shares may not be reoffered, resold, pledged or otherwise
transferred by it except (a) outside the United States in an
offshore transaction pursuant to Rule 903 or Rule 904 of Regulation
S under the Securities Act ("Regulation S"), (b) in the United
States to a person whom the seller reasonably believes is a QIB to
whom notice is given that the offer, sale or transfer is being made
in reliance on Rule 144A, (c) pursuant to Rule 144 under the
Securities Act (if available), (d) to the Company, (e) pursuant to
an effective registration statement under the Securities Act, or
(f) pursuant to another available exemption, if any, from
registration under the Securities Act, in each case in compliance
with all applicable laws;
6. if it is a Placee in or resident in Canada, it (i) is an
"accredited investor" as defined in Section 1.1 of National
Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or
subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as
applicable, and it is either purchasing the Placing Shares as
principal for its own account, or it is deemed to be purchasing the
Placing Shares as principal for its own account in accordance with
applicable Canadian securities laws and not as agent for the
benefit of another person or as trustee for investment only and not
with a view to resale or redistribution; (ii) was not created or
used solely to purchase or hold the Placing Shares as an accredited
investor under NI 45-106; (iii) is a "permitted client" as defined
in section 1.1 of National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103") that is not an individual; (iv) is resident in either the
Province of Alberta, British Columbia, Ontario or Quebec and
entitled under applicable Canadian securities laws, including the
securities laws applicable to such Province, to purchase the
Placing Shares without the benefit of a prospectus; and (v) if
required by applicable Canadian securities laws, it will execute,
deliver and file or assist the Company in obtaining, preparing and
filing such reports, undertakings and other documents relating to
the purchase of the Placing Shares by it as may be required by any
Canadian securities commission or other regulatory authority;
and
7. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements. Each Placee hereby agrees with the
Joint Bookrunners and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing
Shares will be issued. A Placee shall, without limitation, become
so bound if any of the Joint Bookrunners confirms to such Placee
its allocation of Placing Shares.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners have entered into a placing agreement
dated 13 May 2021 (the "Placing Agreement") with the Company under
which the Joint Bookrunners have, on the terms and subject to the
conditions set out therein, undertaken as agent for and on behalf
of the Company, to use all reasonable endeavours to procure Placees
for the Placing Shares up to 27,906,400 new ordinary shares in the
capital of the Company of nominal value of 1 pence each (the
"Placing Shares") at a price to be determined following completion
of an accelerated bookbuild process (the "Placing").
In accordance with the terms of the Placing Agreement, the Joint
Bookrunners have agreed, subject to agreement with the Company as
to the number and price of the Placing Shares to be placed with
Placees, to underwrite the settlement risk in the event that any
Placees fail to take up their allocation of the Placing Shares.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of the Company ("Ordinary Shares"), including the right to
receive all dividends and other distributions declared, made or
paid on or in respect of such Ordinary Shares by reference to a
record date falling after their issue. The Placing Shares will be
issued free of any pre-emption rights, encumbrances, liens or other
security interests.
Application for listing and admission to trading
Application will be made to the Financial Conduct Authority (the
"FCA") for admission of the Placing Shares to the premium listing
segment of the Official List of the FCA (the "Official List") and
to London Stock Exchange plc (the "London Stock Exchange") for
admission to trading of the Placing Shares on its main market for
listed securities (together, "Admission"). It is expected that
Admission will become effective at or around 8:00 a.m. on 17 May
2021 and that dealings in the Placing Shares will commence at that
time.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding
process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion following consultation with the
Company, determine.
Participation in, and principal terms and conditions of, the
Placing
1. The Joint Bookrunners are arranging the Placing as joint
bookrunners and agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners. The Joint Bookrunners and their affiliates are
entitled to enter bids in the Bookbuild as principals.
3. The Bookbuild, if successful, will establish a single price
in respect of the Placing Shares payable to the Joint Bookrunners
by all Placees whose bids are successful (the "Placing Price"). The
Placing Price and the aggregate proceeds to be raised through the
Placing will be agreed between the Joint Bookrunners and the
Company following completion of the Bookbuild and any discount to
the market price of the Ordinary Shares will be determined in
accordance with the Listing Rules produced by the FCA under Part VI
of FSMA. The Placing Price and the number of Placing Shares to be
issued will be announced on a Regulatory Information Service (as
defined in the FCA's handbook of rules and guidance) following the
completion of the Bookbuild (the "Pricing Announcement").
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at Peel Hunt or Jefferies. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to acquire at either the Placing Price which is ultimately
established by the Company and the Joint Bookrunners, or at prices
up to a price limit specified in its bid. Bids may be scaled down
by the Joint Bookrunners on the basis referred to in paragraph 8
below. The Joint Bookrunners reserve the right not to accept bids
or to accept bids in part rather than in whole. The acceptance of
the bids shall be at the Joint Bookrunners' absolute discretion,
subject to agreement with the Company.
5. The Bookbuild is expected to close no later than 5:00 p.m.
(London time) on 13 May 2021 but may be closed earlier or later at
the discretion of the Joint Bookrunners. The Joint Bookrunners may,
in agreement with the Company, accept bids that are received after
the Bookbuild has closed. The Company reserves the right (upon the
agreement of the Joint Bookrunners) to reduce the number of shares
to be issued pursuant to the Placing, in its absolute
discretion.
6. Each Placee's allocation will be confirmed to it orally or in
writing by one of the Joint Bookrunners, as agent of the Company,
following the close of the Placing, and a contract note or
electronic confirmation will be dispatched as soon as possible
thereafter. The relevant Joint Bookrunner's oral confirmation to
such Placee will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) in favour of such Joint Bookrunner and the Company, under
which it agrees to acquire the number of Placing Shares allocated
to it at the Placing Price on the terms and conditions set out in
this Appendix and in accordance with the Company's articles of
association.
7. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued and the price at which the Placing Shares have been placed,
referred to in paragraph 3 above as the "Pricing Announcement".
8. Subject to paragraphs 4 and 5 above, the Joint Bookrunners
may, subject to agreement with the Company, choose to accept bids,
either in whole or in part, on the basis of allocations determined
at their absolute discretion and may scale down any bids for this
purpose on such basis as it may determine. The Joint Bookrunners
may also, notwithstanding paragraphs 4 and 5 above, subject to the
prior consent of the Company (i) allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time, and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The
acceptance of offers shall be at the absolute discretion of the
Joint Bookrunners, subject to agreement with the Company.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and except with the Joint Bookrunners' consent will not be
capable of variation or revocation after the time at which it is
submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Joint Bookrunners,
to pay them (or as they may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to acquire and the Company has agreed
to allot and issue to such Placee.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners 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
pursuant to the Placing is 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" 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 will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
14. To the fullest extent permissible by law, none of the Joint
Bookrunners or the Company or any of their respective affiliates,
agents, directors, officers or employees shall have any
responsibility or liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Joint Bookrunners or any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Joint Bookrunners'
conduct of the Bookbuild or of such alternative method of effecting
the Placing as the Joint Bookrunners 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 Joint Bookrunners' obligations under the Placing
Agreement are conditional on, inter alia:
(a) agreement being reached between the Company and the Joint
Bookrunners on the Placing Price and the number of Placing Shares,
and the publication by the Company of a Pricing Announcement prior
to 5:00 p.m. (London time) on the day following the date of the
Placing Agreement (or such later time and/or date as the Company
and the Joint Bookrunners may agree in writing);
(b) the representations and warranties contained in the Placing
Agreement being true, accurate and not misleading on and (i) as of
the date of the Placing Agreement; (ii) as at the time the Terms of
Placing are executed (if applicable); (iii) immediately prior to
the publication of any amendment or supplement to any of the
documents related to the Placing during the period between the date
of the Placing Agreement and Admission; and (iv) immediately prior
to Admission, in each case as though they had been given and made
at all such times by reference to the facts and circumstances then
subsisting and the Joint Bookrunners receiving immediately prior to
Admission a certificate from the Company confirming such is the
case;
(c) the Company having complied with all of its obligations
under the Placing Agreement to the extent the same fall to be
performed or satisfied prior to Admission;
(d) (i) the acquisition agreement relating to the acquisition of
the Intellectual Property Management division of Iron Mountain Inc.
dated 13 May 2021, and the master services agreements, transition
services agreement and buy-side representation and warranty
insurance entered into in connection therewith (the " Acquisition
Agreements ") having each been duly executed and delivered by the
parties thereto and remaining in full force and effect, not having
lapsed, not having been amended and not having been terminated in
accordance with its terms prior to Admission; (ii) no fact, matter
or circumstance having arisen that would give rise to a right of a
party to terminate any of the Acquisition Agreements; and (iii) no
condition to which any of the Acquisition Agreements is subject
having become incapable of satisfaction and not having been waived
prior to Admission;
(e) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(f) Admission taking place by 8:00 a.m. (London time) on 17 May
2021 (or such later date as the Company and the Joint Bookrunners
may otherwise agree).
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares is not fulfilled or, where
permitted, waived in accordance with the Placing Agreement by the
Joint Bookrunners, by the time or date specified in the Placing
Agreement (or such later time and/or date as the Company and the
Joint Bookrunners may agree), or (ii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
not proceed and each Placee's rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
The Joint Bookrunners and the Company may agree to extend the
time for the satisfaction of any condition, or the Joint
Bookrunner, at their discretion, may waive compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement,
save that certain conditions in the Placing Agreement (including
the condition relating to Admission taking place) may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
None of the Joint Bookrunners, the Company nor any of their
respective directors, officers, employees, agents or affiliates
shall have any liability (whether in contract, tort or otherwise)
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision it may make as to
whether or not to waive or to extend the time and/or the date for
the satisfaction of any condition to the Placing nor for any
decision they may make as to the satisfaction of any condition or
in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of the Joint Bookrunners or, in the case of a
time and/or date extension, the agreement of the Joint Bookrunners
and the Company.
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
Either Joint Bookrunner may, at any time before Admission,
terminate the Placing Agreement by giving notice to the Company
(such Joint Bookrunner, a "Terminating Bookrunner") and the other
Joint Bookrunner including, inter alia, if at any time prior to
Admission:
(a) any of the representations or warranties contained in the
Placing Agreement is untrue, inaccurate or misleading or would, if
repeated at any time up to and including Admission, be untrue,
inaccurate or misleading by reference to the facts then
subsisting;
(b) the Company is in breach of any of its obligations under the Placing Agreement;
(c) the application of the Company for Admission is withdrawn or
refused by the FCA or the LSE;
(d) in the opinion of the Joint Bookrunners (acting in good
faith), there has been a material adverse change (as defined in the
Placing Agreement);
(e) upon the occurrence of certain force majeure events the
effect of which (either singly or taken together) is such as to
make it, in the opinion of either Joint Bookrunner (acting in good
faith), material in the context of the Placing or Admission, the
underwriting of the Placing or otherwise impracticable or
inadvisable to proceed with the Placing;
(f) there has occurred a material adverse change in United
Kingdom or United States taxation affecting the Ordinary Shares or
the transfer thereof or exchange controls imposed by the United
Kingdom or the United States; or
(g) a banking moratorium has been declared by, or there has
occurred a material change in currency exchange rates or exchange
controls in, the United Kingdom, the United States or any member or
associate member of the European Union.
If circumstances arise that would allow a Joint Bookrunner to
terminate the Placing Agreement, it may nevertheless determine to
allow Admission to proceed. In addition, if only one Joint
Bookrunner gives notice to terminate the Placing Agreement in
circumstances where each Joint Bookrunner is able to do so, the
Joint Bookrunner who did not give such notice may allow Admission
to proceed and will assume the obligations which remain to be
performed under the Placing Agreement by the Joint Bookrunner who
has given notice to terminate.
By participating in the Placing, Placees agree that the exercise
or non-exercise by a Joint Bookrunner of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of such Joint Bookrunner or for the agreement
between the Company and such Joint Bookrunner (as the case may be)
and that, to the fullest extent permitted by law, the Joint
Bookrunners and the Company shall have no responsibility or
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
Lock-up
The Company has agreed with the Joint Bookrunners that, during
the period commencing on the date of the Placing Agreement and
ending 90 days after Admission, the Company will not, and will
ensure that none of its subsidiaries or affiliates will, without
the prior written consent of the Joint Bookrunners: (i) save for
the issue of the Placing Shares or the grant of options or the
issue of Ordinary Shares pursuant to the exercise of options
pursuant to existing employee benefit plans of the Company as
described in the Accounts, directly or indirectly, issue, offer,
pledge, sell, contract to issue or sell, issue or sell any option
or contract to purchase, purchase any option or contract to issue
or sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of, directly or indirectly, any
Ordinary Shares or any securities convertible into or exercisable
or exchangeable for Ordinary Shares; or (ii) enter into any swap or
any other agreement or any transaction that transfers, in whole or
in part, directly or indirectly, any of the economic consequences
of ownership of Ordinary Shares, whether any such swap,
transaction, agreement or other event described in (i) or (ii) is
to be settled by delivery of Ordinary Shares or such other
securities, in cash or otherwise.
No Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require a prospectus in the United Kingdom or elsewhere
in the European Economic Area. No offering document, prospectus or
admission document has been or will be published or submitted to be
approved by the FCA in relation to the Placing and Placees'
commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based
on the Company's publicly available information taken together with
the information contained in this Announcement (including this
Appendix), the Acquisition Announcement and the Exchange
Information (as defined below) 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 (including this
Appendix), the Company's publicly available information and the
Exchange Information is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
other information, representation, warranty, or statement made by
or on behalf of the Company, the Joint Bookrunners or any other
person and none of the Joint Bookrunners or the Company or any
other person will have any responsibility or liability 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). 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. Each Placee should not
consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own attorney, tax
adviser and business adviser for legal, tax and business advice
regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares following
Admission will take place on a delivery versus payment basis within
the CREST system, subject to certain exceptions. In the event of
any difficulties or delays in the admission of the Placing Shares
to CREST or the use of CREST in relation to the Placing, the
Company and the Joint Bookrunners may agree that the Placing Shares
should be issued in certificated form. The Company and the Joint
Bookrunners reserve the right to require settlement for and
delivery of the Placing Shares to Placees by such other means that
they deem necessary if delivery or settlement is not practicable
within the CREST system within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following close of the Bookbuild, each Placee allocated Placing
Shares in the Placing will be sent a contract note or electronic
confirmation in accordance with the standing arrangements in place
with the relevant Joint Bookrunner stating the number of Placing
Shares to be allocated to it at the Placing Price, the aggregate
amount owed by such Placee to the relevant Joint Bookrunner and
settlement instructions. 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
Joint Bookrunner. Payment in full for any Placing Shares so
allocated at the Placing Price must be made by no later than the
date of Admission (expected to be 17 May 2021). Settlement of
transactions in the Placing Shares following Admission will take
place within the CREST system.
It is expected that settlement will be on 17 May 2021 on a T+2
basis in accordance with the instructions set out in the contract
note or electronic confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Joint Bookrunners.
Each Placee agrees that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for each of the Joint Bookrunners'
accounts 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 may be required to bear any stamp duty or 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. By
communicating a bid for Placing Shares, each Placee confers on the
Joint Bookrunners all such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all
actions which the Joint Bookrunners lawfully take in pursuance of
such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
electronic confirmation is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or agent, such Placing Shares should, subject
as provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. If there are any other
circumstances in which any stamp duty or stamp duty reserve tax or
other similar taxes or duties (including any interest and 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 Joint Bookrunners nor the
Company shall be responsible for the payment thereof. Placees (or
any nominee or other agent acting on behalf of a Placee) will not
be entitled to receive any fee or commission in connection with the
Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees in each case as a
fundamental term of their application for Placing Shares as set out
below:
1. that it has read and understood this Announcement, including
this Appendix and the Acquisition Announcement in their entirety
and that its participation in the Bookbuild and the Placing and its
acquisition of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and in the Acquisition Announcement, and it undertakes not to
redistribute, forward, transfer, duplicate or otherwise transmit
this Announcement;
2. that no offering document, prospectus or admission document
has been or will be prepared in connection with the Placing and
that no such document is required under the UK Prospectus
Regulation, and represents and warrants that it has not received
and will not receive a prospectus, admission document or other
offering document in connection therewith;
3. that the Ordinary Shares are listed on the Official List and
admitted to trading on the main market of the London Stock
Exchange, and that the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of 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 is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
company, without undue difficulty;
4. that none of the Joint Bookrunners or the Company or any of
their respective affiliates or any person acting on behalf of any
of them has provided, and will not provide it, with any material or
information regarding the Placing Shares, the Placing or the
Company other than this Announcement; nor has it requested any of
the Joint Bookrunners, the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such material or information;
5. that the contents of this Announcement and the Acquisition
Announcement are exclusively the responsibility of the Company and
that none of the Joint Bookrunners, their affiliates, agents,
directors, officers, employees or any person acting on the Joint
Bookrunners' behalf, has or shall have any responsibility or
liability for any information, representation or statement
contained in this Announcement or the Acquisition Announcement or
any information previously or subsequently published by or on
behalf of the Company and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or the
Acquisition Announcement or any information previously published by
or on behalf of the Company or otherwise. Each Placee further
represents, warrants and agrees that it has made its own assessment
of the Company, the Placing Shares and the terms of the Placing
based on this Announcement (including this Appendix), the
Acquisition Announcement, the Company's publicly available
information and the Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or representations,
warranties or statements made by any of the Joint Bookrunners or
the Company and none of the Joint Bookrunners 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, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person. 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;
6. with respect to any Placing Shares offered to or purchased by
it in the United States or for and on behalf of persons in the
United States, it understands and agrees: (1) that it is a QIB; (2)
that the Placing Shares are being offered and sold to it in
reliance on an exemption from, or in transactions not subject to,
the registration requirements of the Securities Act, in
transactions not involving a public offering of securities in the
United States and the Placing Shares have not been, and will not
be, registered under the Securities Act or with any State or other
jurisdiction of the United States; (3) that the Placing Shares may
not be reoffered, resold, pledged or otherwise transferred by it
except (a) outside the United States in an offshore transaction
pursuant to Rule 903 or Rule 904 of Regulation S, (b) in the United
States to a person whom the seller reasonably believes is a QIB to
whom notice is given that the offer, sale or transfer is being made
in reliance on Rule 144A, (c) pursuant to Rule 144 under the
Securities Act (if available), (d) to the Company, (e) pursuant to
an effective registration statement under the Securities Act, or
(f) pursuant to another available exemption, if any, from
registration under the Securities Act, in each case in compliance
with all applicable laws; (4) that the Placing Shares are
"restricted securities" as defined in Rule 144(a)(3) under the
Securities Act; (5) to notify any transferee to whom it
subsequently reoffers, resells, pledges or otherwise transfers the
Placing Shares of the foregoing restrictions on transfer; (6) for
so long as the Placing Shares are "restricted securities" (within
the meaning of Rule 144(a)(3) under the Securities Act), it will
segregate such Placing Shares from any other shares that it holds
that are not restricted securities, shall not deposit such shares
in any unrestricted depositary facility established or maintained
by a depositary bank and will only transfer such Placing Shares in
accordance with this paragraph; (7) if it is acquiring the Placing
Shares as a fiduciary or agent for one or more investor accounts,
each such account is a QIB, it has sole investment discretion with
respect to each such account and it has full power and authority to
make the acknowledgements, representations, warranties and
agreements herein on behalf of each such account; (8) it is
acquiring such Placing Shares for its own account (or the account
of a QIB as to which it has sole investment discretion) for
investment purposes and (subject to the disposition of its property
being at all times within its control) not with a view to any
distribution of the Placing Shares; (9) that no representation has
been made as to the availability of the exemption provided by Rule
144 or any other exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares; and (10)
it will be required to execute and deliver to the Joint Bookrunners
and the Company a US investor representation letter regarding,
inter alia, the matters set forth above;
7. that it has neither received nor relied on any confidential
price sensitive information concerning the Company in accepting
this invitation to participate in the Placing and it is not
purchasing Placing Shares on the basis of such information;
8. that none of the Joint Bookrunners, their affiliates, agents,
directors, officers, employees or any person acting on its behalf
has or shall have any responsibility or liability for any publicly
available or filed information (including, without limitation, the
Exchange Information) or any information, representation, warranty
or statement relating to the Company contained therein or
otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
9. 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 Australia, Canada (unless paragraph 10 below
applies), Japan or South Africa;
10. if it is a Placee in or resident in Canada, it (i) is an
"accredited investor" as defined in Section 1.1 of NI 45-106 or
subsection 73.3(1) of the OSA, as applicable, and it is either
purchasing the Placing Shares as principal for its own account, or
it is deemed to be purchasing the Placing Shares as principal for
its own account in accordance with applicable Canadian securities
laws and not as agent for the benefit of another person or as
trustee, for investment only and not with a view to resale or
redistribution; (ii) was not created or used solely to purchase or
hold the Placing Shares as an accredited investor under NI 45-106;
(iii) is a "permitted client" as defined in section 1.1 of NI
31-103 that is not an individual; (iv) is resident in either the
Province of Alberta, British Columbia, Ontario or Quebec and
entitled under applicable Canadian securities laws, including the
securities laws applicable to such Province to purchase the Placing
Shares without the benefit of a prospectus; and (v) if required by
applicable Canadian securities laws, it will execute, deliver and
file or assist the Company in obtaining, preparing and filing such
reports, undertakings and other documents relating to the purchase
of the Placing Shares by it as may be required by any Canadian
securities commission or other regulatory authority;
11. that it has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks
of an investment in the Placing Shares, will not look to the Joint
Bookrunners for all or part of any such loss it may suffer, is able
to bear the economic risk of an investment in the Placing Shares,
is able to sustain a complete loss of the investment in the Placing
Shares and has no need for liquidity with respect to its investment
in the Placing Shares;
12. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under the
laws and regulations of all relevant jurisdictions or otherwise and
has complied with all necessary formalities to enable it to enter
into the transactions contemplated hereby and to perform its
obligations in relation thereto;
13. that the Placing Shares have not been and will not be
registered or otherwise qualified, for offer and sale nor will a
prospectus be published in respect of any of the Placing Shares
under the securities laws or legislation of the United States,
Australia, Canada, Japan, or South Africa or any other jurisdiction
in which such offer or solicitation is or may be unlawful and,
subject to certain exceptions, may not be offered, sold, or
delivered or transferred, directly or indirectly, within those
jurisdictions;
14. it understands, and each account it represents has been
advised that, (i) any offer and sale of the Placing Shares in
Canada is being made on a private placement basis only and is
exempt from the requirement that the Company prepares and files a
prospectus under applicable Canadian securities laws; and (ii) any
resale of the Placing Shares into Canada must be made in accordance
with applicable Canadian securities laws, which may vary depending
on the relevant jurisdiction, and which may require resales to be
made in accordance with Canadian prospectus requirements, a
statutory exemption from the prospectus requirements, in a
transaction exempt from the prospectus requirements or otherwise
under a discretionary exemption from the prospectus requirements
granted by the applicable local Canadian securities regulatory
authority and that these resale restrictions may under certain
circumstances apply to resales of the Placing Shares outside of
Canada;
15. that (i) neither it, nor any person to whom Placing Shares
are allotted or issued on its behalf (as its nominee or agent) is,
or is acting as nominee or agent for, and that the Placing Shares
will not be allotted or issued to, a person whose business either
is or includes issuing depositary receipts or the provision of
clearance services and therefore that the allotment and issue to
the Placee or any person to whom Placing Shares are allotted or
issued on its behalf (as its nominee or agent), will not give rise
to a liability under any of sections 67, 70, 93 and 96 of the
Finance Act 1986 (depositary and clearance services) and (ii) 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 system;
16. that it has complied with its obligations under UK MAR, the
Criminal Justice Act 1993, and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money
Laundering Regulations 2007 (the " Regulations ") and the Money
Laundering Sourcebook of the FCA, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 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;
17. that it is not a (i) a person named on the Consolidated List
of Financial Sanctions Targets maintained by HM Treasury of the
United Kingdom; or (ii) a person subject to financial sanctions
imposed pursuant to a regulation of the European Union or a
regulation adopted by the United Nations;
18. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in
a requirement to publish a prospectus in the United Kingdom within
the meaning of section 85(1) of the FSMA;
19. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation or the UK Prospectus
Regulation (as applicable), that the Placing Shares purchased 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 the United Kingdom or a Member State of the
European Economic Area or to which the Prospectus Regulation or the
UK Prospectus Regulation otherwise applies other than Qualified
Investors, or in circumstances in which the prior consent of the
Joint Bookrunners has been given to the offer or resale;
20. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the European Economic Area prior
to Admission except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of their business 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 European Economic Area within the meaning of the Prospectus
Regulation;
21. 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;
22. that it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the
United Kingdom;
23. if it is in a Member State of the European Economic Area,
unless otherwise specifically agreed with the Joint Bookrunners in
writing, that it is a Qualified Investor within the meaning of the
Prospectus Regulation;
24. if it is in the United Kingdom, unless otherwise
specifically agreed with the Joint Bookrunners in writing, that it
is a Qualified Investor within the meaning of the UK Prospectus
Regulation;
25. if it is in the United Kingdom, that (A) it is a person (i)
who has professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the " Order "), or (ii)
falling within Article 49(2)(A) to (D) ( "High Net Worth Companies,
Unincorporated Associations, etc.") of the Order; or (B) to whom
this Announ cement may otherwise be lawfully communicated;
26. that (i) it and any person acting on its behalf has capacity
and authority and is otherwise entitled to acquire and 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 Joint Bookrunners, any of their affiliates, agents, directors,
officers, employees or any person acting on their behalf being in
breach of the legal and/or regulatory requirements of any territory
in connection with the Placing, (iv) that the acquisition 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, and
(v) it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to this
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;
27. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
the terms and conditions set out in this Announcement on the due
time and date set out herein, failing which the relevant Placing
Shares may be placed with other acquirers or sold as the Joint
Bookrunners may in their sole discretion determine and without
liability to such Placee, provided always that, such Placee will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax or other taxes or
duties (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 which it will be
entitled, and required, to acquire, and that 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 none of the Joint Bookrunners, their affiliates,
agents, directors, officers, employees or any person acting on the
Joint Bookrunners' behalf is making any recommendations to it,
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 any Joint Bookrunner that the Joint
Bookrunners do not have any duties or responsibilities to it for
providing the protections afforded to its clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
30. 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. The Joint Bookrunners and the Company will not be
responsible for any liability to stamp duty or stamp duty reserve
tax (including any interest and penalties relating thereto)
resulting from a failure to observe this requirement. Each Placee
and any person acting on behalf of such Placee agrees to
participate in the Placing and it agrees to indemnify the Company
and the Joint Bookrunners in respect of the same on the basis that
the Placing Shares will be allotted to the CREST stock account of
one of the Joint Bookrunners who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
31. that the Joint Bookrunners reserve the right (acting
together and subject to agreement with the Company) to waive or
alter any of the provisions set out in this Announcement (including
the Appendix). Any such alteration or waiver will not affect
Placees' commitments as set out in this Announcement;
32. that it will indemnify on an after tax basis and hold the
Company, the Joint Bookrunners and each of their respective
affiliates, agents, directors, officers and employees 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 of the representations, warranties,
acknowledgements, agreements, confirmations and undertakings in
this Appendix and further agrees that the provisions of this
Appendix shall survive after completion of the Placing;
33. that it irrevocably appoints any director of any Joint
Bookrunner as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares agreed to be taken up by it under the
Placing;
34. in making any decision to acquire the Placing Shares, that
(i) it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares, (ii) it is
experienced in investing in securities of this nature and is aware
that it may be required to bear, and is able to bear, the economic
risk of, and is able to sustain a complete loss in connection with,
the Placing, (iii) it has relied on its own examination, due
diligence and analysis of the Company and its affiliates taken as a
whole, and the terms of the Placing, including the markets in which
the Company and its affiliates operates, and the terms of the
Placing, including the merits and risks involved, (iv) it has had
sufficient time 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 (v)
will not look to the Company, the Joint Bookrunners, any of their
respective affiliates, agents, directors, officers, employees or
any person acting on their behalf for all or part of any such loss
or losses it or they may suffer;
35. that it may not rely on any investigation that the Joint
Bookrunners or any person acting on their behalf may or may not
have conducted with respect to the Company and its affiliates or
the Placing and the Joint Bookrunners have not made any
representation or warranty to it, express or implied, with respect
to the merits of the Placing, the acquisition 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 a 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 Joint Bookrunners for the purposes of this Placing;
36. that it will not hold the Joint Bookrunners or any of their
affiliates, agents, directors, officers, employees or any person
acting on its behalf responsible or liable for any misstatements in
or omission from any publicly available information relating to the
Company or its affiliates or Exchange Information made available
(whether in written or oral form) relating to the Company or its
affiliates and that none of the Joint Bookrunners or any person
acting on their behalf, makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such information or accepts any responsibility for any of such
information;
37. that no action has been or will be taken by any of the
Company, the Joint Bookrunners or any person acting on behalf of
the Company or the Joint Bookrunners 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;
38. 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 the future be made to the
terms 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 conduct of the Placing;
39. that the Company, the Joint Bookrunners and each of their
respective affiliates and others will rely upon the truth and
accuracy of, and compliance with, the foregoing representations,
warranties, acknowledgements, agreements and undertakings which are
given to the Company and the Joint Bookrunners on its own behalf
and on behalf of the Company and are irrevocable and it irrevocably
authorises the Joint Bookrunners 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; and
40. 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
these terms and conditions or such agreements, shall be governed by
and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out
of any such contract, except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by the
Company or the Joint Bookrunners 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.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and the Joint Bookrunners (for their
own benefit and, where relevant, the benefit of their respective
affiliates and any person acting on their behalf) and are
irrevocable.
The agreement to allot and issue Placing Shares to Placees (or
the persons acting on behalf of Placees as nominee or agent) free
of UK stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company. Such agreement is subject to
the representations, warranties and further terms above and assumes
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. None of the Company or
the Joint Bookrunners will be responsible for any UK stamp duty or
stamp duty reserve tax (including any interest and penalties
relating thereto) arising in relation to the Placing Shares in any
other circumstances. Any Placee to whom (or on behalf of whom)
Placing Shares are allocated, allotted, issued or delivered in
breach of any of the representations, warranties or further terms
above undertakes to pay any UK stamp duty or stamp duty reserve tax
(including any interest and penalties relating thereto) arising in
connection with such allocation, allotment, issue or delivery
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Joint Bookrunners in the event that
any of the Company and/or the Joint Bookrunners has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify the
Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the allotment
to them of any Placing Shares or the agreement by them to acquire
any Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Joint Bookrunners or any of their
affiliates (acting as an investor for its own account) may, in its
absolute discretion, take up Placing Shares and in that capacity
may retain, purchase or sell for their own account such Placing
Shares 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 Joint Bookrunners and any affiliate
acting in such capacity. In addition, the Joint Bookrunners may
enter into financing arrangements and swaps with investors in
connection with which the Joint Bookrunners may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither the Joint Bookrunners nor any
affiliate intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
When a Placee or person acting on behalf of the Placee is
dealing with a Joint Bookrunner, any money held in an account with
such Joint Bookrunner 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 such Joint
Bookrunner's money in accordance with the client money rules and
will be used by such Joint Bookrunner in the course of its own
business and the Placee will rank only as a general creditor of
such Joint Bookrunner.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Bookrunners and the Company
under the Terms and Conditions set out in this Appendix are in
addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
If a Placee is a discretionary fund manager, they may be asked
to disclose, in writing or orally to the Joint Bookrunners the
jurisdiction in which the funds are managed or owned.
All times and dates in this Announcement may be subject to
amendment. A Joint Bookrunner shall notify the Placees and any
person acting on behalf of the Placees of any changes.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEEASSDFLNFEEA
(END) Dow Jones Newswires
May 13, 2021 02:01 ET (06:01 GMT)
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