TIDMCSP
RNS Number : 8022T
Countryside Properties PLC
22 July 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION,
RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
LEI: 213800J3U1EMU8XMB493
For immediate release
22 July 2020
Countryside Properties PLC
Proposed placing of New Ordinary Shares
Countryside Properties PLC ("Countryside" or the "Company" and
together with its subsidiaries, the "Group"), a leading UK
mixed-tenure developer, today announces its intention to carry out
a non-pre-emptive placing of new ordinary shares ("the "Placing
Shares") of 1 penny each in the capital of the Company (the
"Placing"). The Company intends to raise total gross proceeds of
approximately GBP250m through the Placing, the Subscription and the
Retail Offer (each as defined below).
The Placing is being conducted through an accelerated bookbuild
which will be launched immediately following release of this
announcement and will be made available to new and existing
eligible institutional investors. The Placing is subject to the
terms and conditions set out in the Appendix to this announcement.
Barclays Bank PLC ("Barclays") and Numis Securities Limited
("Numis") are acting as Joint Global Coordinators and Joint
Bookrunners (together, the "Bookrunners") in respect of the
Placing.
In conjunction with the Placing, certain directors of the
Company (the "Directors") and members of the senior management team
of the Group ( and/or in each case persons closely associated with
them ) intend to subscribe for new ordinary shares in the capital
of the Company pursuant to direct subscriptions with the Company
(the "Subscription") or via the Placing, in each case at the
Placing Price (as defined below). It is anticipated that the total
proceeds of such participation will amount to approximately
GBP402,000.
In addition to the Placing and Subscription, there will be an
offer made by the Company on the PrimaryBid platform of new
ordinary shares in the capital of the Company (the "Retail Shares")
at the Placing Price (the "Retail Offer"), to provide retail
investors with an opportunity to participate in the equity
fundraise. A separate announcement will be made shortly regarding
the Retail Offer and its terms.
The total number of Placing Shares, Subscription Shares and
Retail Shares are expected to represent approximately 15% of the
Company's existing issued share capital (and will not exceed 19.99%
of the Company's existing issued share capital).
Q3 Trading Update
The Group has separately announced a trading update for the
13-week period from 1 April 2020 to 30 June 2020. All of the
Group's sales offices reopened on 1 June 2020 and private sales
levels have remained robust during the quarter. Demand continues to
be strong across all tenures. The private for sale market has
remained robust across the country with continuing government
support from recent stamp duty changes and the Help to Buy Scheme.
The shortage of good-quality affordable homes has underpinned
demand in the Partnerships division, along with the strong Private
Rented Sector market which is seeing increasing participation from
institutional investors. The Group has excellent visibility of
future work through its strong forward sales position of 7,504
homes compared to 5,723 homes at the same point last year at a
value that is up 34% at GBP1.5bn (Q3 2019: GBP1.1bn).
This announcement should be read in conjunction with the trading
update.
Background to and reasons for the fundraise
The net proceeds of the Placing, the Subscription and Retail
Offer will be used to help fund and accelerate Partnerships growth
and to strengthen the Group's balance sheet following the impact of
the COVID-19 related lockdown. Upon receipt, the entire net
proceeds from the Placing, Subscription and Retail Offer will be
used to repay part of the Group's drawn revolving credit facility.
As noted in the Group's interim results announced on 14 May 2020,
the Group has drawn down GBP300m of its existing revolving credit
facility held with its bank group comprised of Lloyds Bank plc,
Barclays Bank PLC, HSBC Bank plc and Santander UK plc. It is
envisaged that the revolving credit facility will thereafter be
used to fund and accelerate growth opportunities in Countryside's
Partnerships division by way of investing approximately GBP150m
across a number of organic initiatives, as well as approximately
GBP100m to strengthen its current balance sheet position. The
fundraising is expected to help cement Countryside's strong market
position in Partnerships in this high-return and long-term
structural growth area. The net proceeds from the Placing,
Subscription and Retail Offer are expected to enable these growth
initiatives to be undertaken sooner than would otherwise be
possible without that funding.
Countryside continues to see attractive opportunities for growth
in Partnerships given the strength of the Group's forward order
book and the resilience of its mixed-tenure model. The Group is
positioning the Partnerships business for growth over the medium
term and today announced that Partnerships North, Countryside's
largest division, will become two new divisions, each with three
regions: Partnerships North, covering the Manchester, Merseyside
and Yorkshire regions, and Partnerships Midlands which will
incorporate regions in the East, West and South Midlands. This
better positions the Group's business to take advantage of the
opportunities in its increasing bid pipeline.
During the third quarter of FY2020, the Group secured a further
3,376 partnership plots including approximately 600 plots for
Countryside's newer East Midlands and Yorkshire regions. As at 30
June 2020, the Group had 40,267 plots secured within Partnerships,
up 9% on the prior year (Q3 2019: 36,844 plots) with approximately
100,000 further plots identified as opportunities.
Separately, the Group has been granted planning permission for
its second modular panel factory in Bardon, Leicestershire, which
it intends to open in Autumn 2021 and is expected to have the
capacity to deliver up to 3,500 homes per year once fully
operational. It is intended that approximately GBP20m of the net
proceeds of the Placing will be invested to develop the second
factory, with payback expected within three years of the
investment. This will further progress the Group's strategy to have
greater security over delivery and increased build speed. This
Group has an existing modular panel factory in Warrington, which
has the capacity to deliver up to 1,500 homes per year and our
traditional timber frame factory in Leicester. As manufacturing
becomes a more significant activity in the Group, a new
Manufacturing operating division will be established during
2021.
Given the percentage of its existing share capital which the
Company is seeking to issue on a non-pre-emptive basis pursuant to
the Placing, Subscription and Retail Offer, members of the Board of
Directors have consulted with the Company's major shareholders
ahead of the release of this announcement. The Placing structure
has been chosen as it minimises cost, time to completion and use of
management time at an important and unprecedented time for
Countryside. The consultation has confirmed the Board's view that
the Placing is in the best interests of shareholders, as well as
wider stakeholders in Countryside.
Accelerating Partnerships
The proposed Placing, Subscription and Retail Offer is intended
to deliver additional growth in Partnerships and capitalise on the
business's strong market position. Identified growth investment
totals approximately GBP150m, with five key initiatives to
accelerate delivery within Partnerships:
-- Accelerate 8 existing schemes within Partnerships South (c.GBP50m);
-- New region in South London to generate new business (c.GBP30m);
-- New region in the Chilterns, which will form the core of the
South Midlands region described above (c.GBP25m);
-- New region in the South West (c.GBP25m); and
-- Investment in a second modular factory in Bardon, Leicestershire (c.GBP20m).
It is expected that approximately GBP90m will be invested in
FY2021 with approximately a further GBP60m in FY2022. Management
are targeting GBP130 - 150m additional cumulative operating profit
for the three year period from FY2022 to FY2024 as a result of
these investments.
Delivery of this accelerated growth path is expected to help
further cement Countryside's strong market position in this
differentiated, resilient and long-term structural growth business.
This growth pursuit is in-line with the Group's strategy to grow
Partnerships to account for over 75% of the Group's operating
profit. The Group believes that the proposed growth initiatives
that the proceeds from the Placing, Subscription and Retail Offer
would make possible will help accelerate the achievement of that
objective.
Strengthening the Group's balance sheet
As outlined on 7 May in the Group's most recent COVID-19 update,
and again today in the Group's Q3 trading update, Countryside has
taken decisive steps to strengthen its liquidity and cash position,
with these actions including:
-- Existing GBP300m revolving credit facility covenants relaxed until September 2022
-- Secured eligibility for the Bank of England's COVID-19 Corporate Financing Facility
-- Focus on PRS and Affordable delivery to prioritise receipt of
cash throughout construction period
-- Re negotiation of payment profiles with certain land creditors
-- Suspended the payment of a dividend
-- A 20% reduction in base salary and fees for all of the
Executive Committee and Board of Directors for two months
The Group recognises the importance of dividends for
shareholders and the Board will review the Group's dividend policy
later in the year.
In addition, during the first half of the year the sale of five
parcels of land were put on hold due to COVID-19. The Group
exchanged contracts on two of these five sales in the fourth
quarter of this year and have ongoing dialogue with third parties
on the remaining three land sales. Land sales remain an ongoing
feature of the Group's business model.
The Group ended the third quarter period with net debt of
GBP232.1m and land creditors of a further GBP207.4m representing
adjusted gearing of 62%.
The Placing, Subscription and Retail Offer are expected to
strengthen the Group's balance sheet, such that Countryside can
continue investing for growth with appropriate headroom even in a
downside scenario where trading conditions deteriorate (the Company
expects to have at least GBP100m of funding headroom in such a
scenario as a result of the Placing). Countryside is targeting peak
adjusted gearing of around 40% during the next few years as capital
is deployed in Partnership schemes with the aim of returning to net
cash at year end from September 2023.
Outlook improved by growth initiatives
Countryside intends to reinstate formal financial guidance later
this year, with the Group's full-year results to be published in
November 2020.
As previously announced, FY2020 will be significantly impacted
by COVID-19. The second half of FY2020 financial performance will
be impacted by unit completions moving into FY2021, delays to
planning awards and site starts, site production efficiency
recovering and unrecovered overheads as activity levels
recover.
In FY2021, the Group currently expects volumes to recover
strongly, ahead of FY2019 levels. Delivery in this period will be
de-risked through a higher proportion of lower-margin affordable
and PRS homes across both its Partnerships and Housebuilding
divisions.
In FY2022, the Group expects to deliver further growth in
volumes and earnings with a reduced Group operating margin target
of 13-15% in the medium term, returning to 16% over time. The
capital-light, high-returns model of the Partnerships business
continues to apply and it is expected that the additional
investment into Partnerships as a result of the Placing,
Subscription and Retail Offer will reduce ROCE in the short term
but, in the medium to longer term, the Group's ROCE objective
remains in excess of 50%.
Details of the Placing
Barclays and Numis are acting as joint global coordinators and
joint bookrunners in connection with the Placing.
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately and is subject to the terms and conditions set out in
the Appendix to this announcement (together with the Appendix, the
"Announcement").
The Subscription Shares will be subscribed for on the basis
agreed pursuant to subscription letters between certain Directors
and members of the senior management team of the Group ( and/or in
each case persons closely associated with them ) and the Company,
and the Retail Shares will be subscribed for on the basis of the
terms and conditions of the Retail Offer, rather than pursuant to
the terms and conditions of the Placing contained in Appendix 1 to
this Announcement.
The price at which the Placing Shares are to be placed (the
"Placing Price") will be determined by the Company in consultation
with Barclays and Numis at the close of the Bookbuild. The
Subscription Shares and the Retail Shares will also be issued at
the Placing Price.
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 Barclays, Numis and
the Company. Details of the Placing Price and the number of Placing
Shares, Subscription Shares and Retail Shares to be issued will be
announced as soon as practicable after the close of the
Bookbuild.
The Placing Shares, the Subscription Shares and the Retail
Shares, when issued, will be fully paid and will rank pari passu in
all respects with each other and with the existing ordinary shares
of the Company, including, without limitation, the right to receive
all dividends and other distributions declared, made or paid after
the date of issue.
Applications will be made (i) to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares, the Subscription
Shares and the Retail Shares to the premium listing segment of the
Official List; and (ii) to London Stock Exchange plc for admission
of the Placing Shares, the Subscription Shares and the Retail
Shares to trading on its main market for listed securities
(together, "Admission").
Settlement for the Placing Shares, the Subscription Shares and
the Retail Shares and Admission are expected to take place on or
before 8.00 a.m. on 27 July 2020. The Placing, the Subscription and
the Retail Offer are conditional upon, among other things,
Admission becoming effective. The Placing, the Subscription and the
Retail Offer are also conditional upon the placing agreement
between the Company, Numis and Barclays not being terminated in
accordance with its terms. Appendix 1 to this Announcement sets out
further information relating to the terms and conditions of the
Placing.
This Announcement contains inside information for the purposes
of the Market Abuse Regulation (Regulation (EU) No 596/2014)
("MAR"). Market soundings, as defined in MAR, were taken in respect
of the Placing, with the result that certain persons became aware
of inside information relating to the Company and its securities,
as permitted by MAR. That inside information is set out in this
Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
inside information relating to the Company and its securities.
The person responsible for arranging the release of this
announcement on behalf of Countryside Properties PLC is Gary
Whitaker, General Counsel & Company Secretary.
For further information on the announcement, please contact:
+44 (0) 1277
Countryside 260 000
Victoria Prior, Managing Director, Corporate
Affairs
Barclays (Joint Global Coordinator, Joint Bookrunner +44 (0) 20 7623
and Joint Corporate Broker) 2323
Rob Mayhew
Richard Bassingthwaighte
Numis (Joint Global Coordinator, Joint Bookrunner +44 (0) 207 260
and Joint Corporate Broker) 1000
Heraclis Economides
Oliver Hardy
Ben Stoop
+44 (0) 20 7404
Brunswick 5959
Nina Coad
Charles Pretzlik
Oliver Sherwood
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices " section of this Announcement.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART
OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN ANY SUCH JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
such release, publication, distribution or forwarding would be
unlawful.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered,
sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, into or within the United
States, absent registration under the Securities Act, 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. No public offering of the
Placing Shares is being made in the United States. Subject to
certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, the
Republic of South Africa, Japan or to, or for the account or
benefit of, any national, resident or citizen of the United States,
Australia, Canada, the Republic of South Africa, Japan. No public
offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
Barclays Bank PLC ("Barclays") or Numis Securities Limited ("Numis"
and, together with Barclays, the "Joint Bookrunners") or any of
their respective affiliates, or any of its or their respective
directors, officers, partners, employees, advisers or agents
(collectively, "Representatives") that would, or is intended to,
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any
restrictions contained in this Announcement. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so.
This Announcement is directed at and is only being distributed
to: (a) in member states of the European Economic Area, persons who
are "qualified investors", as defined in Article 2(e) of Regulation
(EU) 2017/1129 (the "Prospectus Regulation") ("Qualified
Investors"), (b) in the United Kingdom, Qualified Investors who (i)
have professional experience in matters relating to investments and
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii)
are persons who fall within Article 49(2)(a) to (d) of the Order,
and (c) otherwise, persons to whom it may otherwise lawfully be
communicated (each such person in (a), (b) and (c), a "Relevant
Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. This Announcement must not be acted on or relied
on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement or the Placing
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published.
Any offer and sale of the Placing Shares in Canada is being made
on a private placement basis only and is exempt from the
requirement that the Company prepares and files a prospectus under
applicable Canadian securities laws. Any resale of the Placing
Shares into Canada must be made in accordance with applicable
Canadian securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada. There will be no
public offering of the Placing Shares in Canada. This Announcement
does not contain all of the information that would normally appear
in a prospectus under applicable Canadian securities laws. No
securities commission or similar authority in Canada has reviewed
or in any way passed upon this Announcement or the merits of the
Placing Shares. Any representation to the contrary is an offense.
This Announcement is not, and under no circumstances is to be
construed as, a prospectus, an advertisement or a public offering
of the Placing Shares in Canada.
No offer and sale of Placing Shares is or will be made in
Canada, except to persons who are: (a) a "accredited investor"
within the meaning of Section 1.1 of National Instrument 45-106 -
Prospectus Exemptions ("NI 45-106") of the Canadian Securities
Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the
Placing Shares as principal for its own account, or is deemed to be
purchasing the Placing Shares as principal for its own account in
accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (b) such
person was not created or used solely to purchase or hold the
Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103
- Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103") of the Canadian Securities
Administrators; and (d) entitled under applicable Canadian
securities laws to purchase the Placing Shares without the benefit
of a prospectus under such securities laws.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results are
forward--looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward--looking statements. These forward-looking
statements, which may use words such as "aim", "anticipate",
"believe", "could", "intend", "estimate", "expect", "may", "plan",
"project" or words or terms of similar meaning or the negative
thereof, are not guarantees of future performance and are subject
to known and unknown risks and uncertainties. There are a number of
factors including, but not limited to, commercial, operational,
economic and financial factors, that could cause actual results,
financial condition, performance or achievements to differ
materially from those expressed or implied by these
forward--looking statements. Many of these risks and uncertainties
relate to factors that are beyond the Company's ability to control
or estimate precisely, such as changes in taxation or fiscal
policy, future market conditions, currency fluctuations, the
behaviour of other market participants, the actions of governments
or governmental regulators, or other risk factors, such as changes
in the political, social and regulatory framework in which the
Company operates or in economic or technological trends or
conditions, including inflation, recession and consumer confidence,
on a global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. Each of the Company, Barclays
and Numis expressly disclaims any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise unless
required to do so by applicable law or regulation.
Barclays is authorised by the Prudential Regulation Authority
("PRA") and regulated in the United Kingdom by the PRA and the
Financial Conduct Authority ("FCA"). Numis is authorised and
regulated in the United Kingdom by the FCA. Each of Barclays and
Numis is acting exclusively for the Company and for no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or any other matter referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for giving advice in relation to the Placing or any other matter
referred to in this Announcement. Neither Barclays nor Numis is
acting for the Company with respect to the Retail Offer or the
Subscription.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of Barclays or Numis (apart from the responsibilities or
liabilities that may be imposed by the Financial Services and
Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder) or by their respective affiliates or any of
their respective Representatives as to, or in relation to, the
accuracy, adequacy, fairness or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers or any
other statement made or purported to be made by or on behalf of
Barclays or Numis or any of their respective affiliates or any of
their respective Representatives in connection with the Company,
the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefor
is expressly disclaimed. No representation or warranty, express or
implied, is made by Barclays or Numis or any of their respective
affiliates or any of their respective Representatives as to the
accuracy, fairness,
verification, completeness or sufficiency of the information or
opinions contained in this Announcement or any other written or
oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
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 Announcement, 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 a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the main
market for listed securities of the London Stock Exchange.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendix) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in the
Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Each of the Joint Bookrunners and their respective affiliates
may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its affiliates for which they would have
received customary fees and commissions. Each of the Joint
Bookrunners and their respective affiliates may provide such
services to the Company and/or its affiliates in the future.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Barclays and Numis will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION")) ("QUALIFIED INVESTORS"),
(B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO
FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II) ARE PERSONS
WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (C)
OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO
COMMUNICATE IT (EACH SUCH PERSON IN (A), (B) AND (C), A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE
A RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE
AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED
STATES, ABSENT REGISTRATION UNDER THE SECURITIES ACT, 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 OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL,
BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE
PLACING SHARES.
None of Countryside Properties PLC (the "Company"), Barclays
Bank PLC ("Barclays") or Numis Securities Limited ("Numis" and,
together with Barclays, the "Joint Bookrunners") or any of its or
their respective affiliates or any of its or their respective
directors, officers, partners, employees, advisers or agents
(collectively, "Representatives") makes any representation or
warranty, express or implied to any Placees (as defined below)
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of the Placing Shares (as defined below) by
making an oral or written offer to acquire Placing Shares
(including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given) ("Placees") will be
deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and conditions,
and to be providing (and shall only be permitted to participate in
the Placing on the basis that they have provided) the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements, contained in this Appendix. In
particular, each such Placee represents, warrants, acknowledges and
agrees to each of the Company and the Joint Bookrunners that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
Announcement;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement
(including this Appendix) and that any Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis
on behalf of, nor will they be acquired with a view to their offer
or resale to, persons in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in
a member state of the EEA to Qualified Investors, or in the United
Kingdom to Relevant Persons or in circumstances in which the prior
consent of the Joint Bookrunners has been given to each such
proposed offer or resale;
4. it understands that the Placing Shares have not been and will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered or sold, directly or
indirectly, within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States;
5. it and the person(s), if any, for whose account or benefit it
is acquiring the Placing Shares are either (a)(i) outside the
United States and will be outside the United States at the time the
Placing Shares are acquired by it and (ii) acquiring the Placing
Shares in an "offshore transaction" in accordance with Rule 903 or
Rule 904 of Regulation S under the Securities Act ("Regulation S");
or (b) a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act (a "QIB") for its own account or for the
account of one or more QIBs, each of which is acquiring beneficial
interests in the Placing Shares for its own account (if acquiring
the Placing Shares for the account of one or more other persons, it
has full power and authority to make the representations,
warranties, agreements and acknowledgements herein on behalf of
each such person) who has executed and delivered to the Company and
the Joint Bookrunners a US investor letter substantially in the
form provided to it; and
6. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S. Any offering to be made in
the United States will be made to a limited number of QIBs pursuant
to an exemption from registration under the Securities Act in a
transaction not involving any public offering.
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. The book will
open with immediate effect. 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. Members of the public are not
entitled to participate.
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 absolute discretion, determine.
Details of the Placing Agreement and of the Placing Shares
Barclays and Numis are acting as joint global co-ordinators and
joint bookrunners in connection with the Placing. The Company has
today entered into an agreement (the "Placing Agreement") with the
Joint Bookrunners under which, subject to the terms and conditions
set out therein, each of the Joint Bookrunners has agreed,
severally and not jointly or jointly and severally, as agent for
and on behalf of the Company, to use its reasonable endeavours to
procure Placees for new ordinary shares of one penny each in the
capital of the Company (the "Placing Shares"), at such price and in
such number, if any, to be determined following completion of the
Bookbuild and as may be agreed between the Managers and the Company
and set out in the executed term sheet (the "Term Sheet") and, to
the extent that any Placee defaults in paying the Placing Price (as
defined below) in respect of any of the Placing Shares allocated to
it, each of the Joint Bookrunners has agreed, severally and not
jointly or jointly and severally, to subscribe for such Placing
Shares at the Placing Price. In the event that the Joint
Bookrunners acquire Placing Shares in the Placing, they may
co-ordinate disposals of such shares in accordance with applicable
law and regulation. Except as required by applicable law or
regulation, the Joint Bookrunners do not propose to make any public
disclosure in relation to such transactions.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of one penny each in the capital of the Company (the
"Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares, and
will be issued free of all claims, liens, charges, encumbrances and
equities.
The allotment and issue of the Placing Shares will be effected
by way of a placing of new Ordinary Shares in the Company for
non-cash consideration. Numis will subscribe for ordinary shares
and redeemable preference shares in Project FW Funding Limited
("JerseyCo"), a Jersey incorporated wholly owned subsidiary of the
Company, for an amount approximately equal to the net proceeds of
the Placing. The Company will allot and issue the Placing Shares on
a non-pre-emptive basis to Placees in consideration for the
transfer to the Company by Numis of the ordinary shares and
redeemable preference shares in JerseyCo that will be issued to
Numis. Following such transfer, the Company will own all of the
issued ordinary and redeemable preference shares of JerseyCo, whose
only asset will be its cash reserves, which will represent an
amount approximately equal to the net proceeds of the Placing.
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to listing on the
premium listing segment of the Official List of the FCA (the
"Official List") and to London Stock Exchange plc (the "London
Stock Exchange") for admission of the Placing Shares to trading on
its main market for listed securities (together, "Admission").
It is expected that Admission will become effective at or around
8.00 a.m. on 27 July 2020 (or such later time and/or date as may be
agreed between the Company and the Joint Bookrunners) and that
dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Each of Barclays and Numis is acting as a joint global
co-ordinator, joint bookrunner and agent of the Company in
connection with the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners. Each of the Joint Bookrunners and their
respective agents and affiliates are each entitled to enter bids in
the Bookbuild as principal.
3. The Bookbuild will establish a single price per Placing Share
payable to the Joint Bookrunners by all Placees whose bids are
successful (the "Placing Price"). The final number of Placing
Shares and the Placing Price will be determined by the Company (in
consultation with the Joint Bookrunners) following completion of
the Bookbuild. Any discount to the market price of the existing
Ordinary Shares will be determined in accordance with the FCA's
Listing Rules published pursuant to Part IV of FSMA and applicable
guidelines. The Placing Price and the final number of Placing
Shares to be issued will be announced on a FCA-listed regulatory
information service (a "Regulatory Information Service") following
the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at either of the Joint Bookrunners. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to subscribe for 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 11 below.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with the Joint
Bookrunners' consent, will not be capable of variation or
revocation after the time at which it is submitted. Each Placee's
obligations will be owed to the Company and the Joint Bookrunners.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to each of the Joint Bookrunners as agent
of the Company, to pay in cleared funds immediately on the
settlement date, in accordance with the registration and settlement
requirements set out below, an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to subscribe for and the Company has agreed to allot to
them.
6. The Bookbuild is expected to close no later than 11.59 p.m.
(London time) on 22 July 2020, but may be closed earlier or later
at the absolute discretion of the Joint Bookrunners. The Joint
Bookrunners may, in agreement with the Company, accept bids that
are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between
the Joint Bookrunners and the Company and will be confirmed orally
or in writing by either of the Joint Bookrunners (each as agent of
the Company) following the close of the Bookbuild. This
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 the Joint Bookrunners and the Company to
subscribe for the number of Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this Appendix
and in accordance with the Company's articles of association and
each Placee will be deemed to have read and understood this
Announcement (including this Appendix) in its entirety.
8. All obligations under the Bookbuild and Placing will be
subject to fulfilment 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 "Right to terminate under the Placing Agreement".
9. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee after
confirmation (oral or otherwise) by a Joint Bookrunner.
10. Each prospective Placee's allocation and commitment will be
evidenced by a contract note or trade confirmation issued to such
Placee by either of the Joint Bookrunners. The terms of this
Appendix will be deemed incorporated by reference therein.
11. Subject to paragraphs 4 and 5 above, the Joint Bookrunners
may choose to accept bids, either in whole or in part, on the basis
of allocations determined in agreement with the Company and may
scale down any bids for this purpose on such basis as they 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 Company reserves the
right (upon agreement with the Joint Bookrunners) to reduce or seek
to increase the amount to be raised pursuant to the Placing.
12. Except as required by law or regulation, no press release or
other announcement will be made by 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.
13. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
14. To the fullest extent permissible by law, none of the Joint
Bookrunners or the Company or any of their respective affiliates or
any of their respective Representatives shall have any
responsibility or liability (whether in contract, tort or
otherwise) to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of the Joint
Bookrunners or the Company or any of their respective affiliates or
any of their respective Representatives shall have any
responsibility or liability (whether in contract, tort or otherwise
and including to the fullest extent permissible by law, any
fiduciary duties) in respect of the 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 obligations of the Joint Bookrunners under the Placing
Agreement in respect of the Placing Shares are conditional on,
inter alia:
1. each of the representations and warranties of the Company
contained in the Placing Agreement being true and accurate and not
misleading on and as of the date of the Placing Agreement and at
all times before Admission;
2. the Company complying with its obligations and undertakings
under the Placing Agreement, so far as the same fall to be
performed or satisfied on or prior to Admission;
3. the Term Sheet having been executed;
4. there not having occurred, in the good faith opinion of the
Joint Bookrunners, any Material Adverse Change (as such term is
defined in the Placing Agreement);
5. the publication by the Company of, among other announcements,
the results of the Placing through a Regulatory Information
Service;
6. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the terms of the Placing Agreement;
and
7. Admission taking place by not later than 8.00 a.m. (London
time) on 27 July 2020 (or such later time and/or date as may be
agreed between the Company and the Joint Bookrunners).
The Joint Bookrunners have discretion to waive compliance with
certain of the conditions and/or agree an extension in time for
their satisfaction. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
If (a) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by the Joint Bookrunners)
or become incapable of fulfilment on or before the date or time
specified for the fulfilment thereof (or such later date and/or
time as the Joint Bookrunners may agree); or (b) the Placing
Agreement is terminated in the circumstances specified below, the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
Neither the Joint Bookrunners nor any of their respective
affiliates nor any of their respective Representatives shall have
any responsibility or liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is in the absolute discretion of the Joint
Bookrunners.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Right to terminate under
the Placing Agreement" below, and will not be capable of rescission
or termination by the Placee.
Lock-up
The Company has undertaken that it will not, and will procure
that none of its subsidiaries will, at any time between the date of
the Placing Agreement and the date which is 180 days after the date
of the Placing Agreement without the prior written consent of the
Joint Bookrunners enter into certain transactions involving or
relating to the Ordinary Shares, subject to certain customary
carve-outs agreed between the Joint Bookrunners and the
Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to consent to waive the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up under the Placing Agreement shall be
within the absolute discretion of the Joint Bookrunners, and that
neither the Joint Bookrunners nor the Company need to make any
reference to, consult with, or seek consent from, Placees and that
the Joint Bookrunners shall have no liability to Placees whatsoever
in connection with any such exercise of the power to grant consent
or failure so to exercise.
Right to terminate under the Placing Agreement
At any time before Admission, the Joint Bookrunners are entitled
to terminate the Placing Agreement in the following circumstances,
amongst others: (i) if any of the Company's warranties or
representations are not or cease to be true and accurate or have
become misleading; or (ii) if any of the conditions have not been
satisfied (or waived by the Joint Bookrunners) by the date
specified therein; or (iii) in the good faith opinion of the Joint
Bookrunners, there shall have occurred any Material Adverse Change
(as defined in the Placing Agreement); or (iv) the occurrence of a
market disruption event, each, as specified in the Placing
Agreement ; or (v) if the application for Admission is refused by
the FCA or London Stock Exchange.
Upon notice being given to the Company, the parties to the
Placing Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
or non-exercise by the Joint Bookrunners of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Joint Bookrunners, and
that neither the Joint Bookrunners nor the Company need to make any
reference to, consult with, or seek consent from, Placees and that
neither the Joint Bookrunners nor the Company shall have any
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be prepared
or submitted to be approved by the FCA or submitted to the London
Stock Exchange or in any other jurisdiction in relation to the
Placing and no such prospectus is required (in accordance with the
Prospectus Regulation) to be published. Placees' commitments will
be made solely on the basis of their own assessment of the Company,
the Placing and the Placing Shares based on information contained
in this Announcement (including this Appendix) and any information
publicly announced to a Regulatory Information Service by or on
behalf of the Company simultaneously with or prior to the date of
this Announcement, and subject to the further terms set forth in
the contract note or trade confirmation to be provided to
individual prospective Placees. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement and all other publicly available information
previously and simultaneously published by or on behalf of the
Company by notification to a Regulatory Information Service is
exclusively the responsibility of the Company and has not be
independently verified by the Joint Bookrunners. Each Placee, by
accepting a participation in the Placing, further 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 of their respective
affiliates or any of their respective Representatives will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placee may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude or limit the liability of any person
for fraud or fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BYPHNG0) following Admission will take place 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 Joint Bookrunners and the
Company reserve the right to require settlement for and delivery of
the Placing Shares (or a portion thereof) to Placees in
certificated form or by such other means as they deem necessary if
delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or trade
confirmation stating the number of Placing Shares to be allocated
to it at the Placing Price and settlement instructions. It is
expected that such contract note or trade confirmation will be
despatched on or around 23 July 2020 and that this will also be the
trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with the relevant Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by the Joint Bookrunners (or either one of them) as agent
for the Company and the relevant Joint Bookrunner will enter its
delivery (DEL) instruction into the CREST system. The Joint
Bookrunners (or either one of them) will hold any Placing Shares
delivered to this account as nominee for the Placees until
settlement. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement will be on 27 July 2020 on a T+2
basis and on a delivery versus payment basis in accordance with the
instructions given to the Joint Bookrunners.
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 is deemed to agree 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 the account and benefit of each of
the Joint Bookrunners, 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 similar taxes (together with any interest or
penalties thereon) imposed in any jurisdiction 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 each
of the Joint Bookrunners all such authorities and powers necessary
to carry out any such transaction and agrees to ratify and confirm
all actions which each of the Joint Bookrunners lawfully takes on
such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
trade confirmation is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax or other similar taxes (and/or any interest,
fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), none of the Joint
Bookrunners or 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 and warranties
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each Joint Bookrunner
and the Company, in each case as a fundamental term of its
application for Placing Shares, that:
1. it has read and understood this Announcement (including this
Appendix) in its 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, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and it undertakes not to redistribute or duplicate this
Announcement and that it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2. no offering document or prospectus has been or will be
prepared in connection with the Placing or is required under the
Prospectus Regulation, the FSMA or any other applicable law and it
has not received and will not receive a prospectus or other
offering document in connection with Admission, the Bookbuild, the
Placing, the Company or the Placing Shares;
3. the Placing does not constitute a recommendation or financial
product advice and the Joint Bookrunners have not had regard to its
particular objectives, financial situation and needs;
4. if it has received any "inside information" concerning the
Company or its shares or other securities or related financial
instruments in advance of the Placing, that it has not: (i) dealt
in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii)
disclosed such information to any person except as permitted by the
EU Market Abuse Regulation (EU) No. 596/2014 ("MAR") and any
delegating acts, implementing acts, technical standards and
guidelines thereunder, prior to the information being made publicly
available;
5. it has the power and authority to carry on the activities in
which it is engaged, to subscribe and/or acquire Placing Shares and
to execute and deliver all documents necessary for such
subscription and/or acquisition;
6. none of the Joint Bookrunners or the Company or any of their
respective affiliates or any of their respective Representatives or
any person acting on behalf of any of them has provided, and none
of them will provide, it with any material or information regarding
the Placing Shares or the Company or any other person other than
this Announcement, nor has it requested any of the Joint
Bookrunners, the Company or any of their respective affiliates or
any of their respective Representatives or any person acting on
behalf of any of them to provide it with any such material or
information;
7. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company simultaneously
with or prior to the date of this Announcement (the "Publicly
Available Information"); (ii) the Company's Ordinary Shares are
listed on the Official List and the Company is therefore required
to publish certain business and financial information in accordance
with MAR, the rules and practices of the London Stock Exchange and
relevant regulatory authorities (the "Exchange Information"), which
includes a description of the nature of the Company's business,
most recent balance sheet and profit and loss account, and similar
statements for preceding years, and it has reviewed such Exchange
Information as it has deemed necessary or that it is able to obtain
or access the Exchange Information without undue difficulty; and
(iii) it has had access to such financial and other information
(including the business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing and the Placing
Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has
satisfied itself that the information is still current and relied
on that investigation for the purposes of its decision to
participate in the Placing. 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;
8. (i) none of the Company or the Joint Bookrunners or any of
their respective affiliates or any of their respective
Representatives or any person acting on their behalf has made any
warranties or representations to it, express or implied, with
respect to the Company, the Placing and the Placing Shares or the
accuracy, fairness, completeness or adequacy of the Publicly
Available Information or the Exchange Information, and each of them
expressly disclaims any liability in respect thereof; and (ii) it
will not hold the Joint Bookrunners or any of their respective
affiliates or any of their respective Representatives or any person
acting on their behalf responsible for any misstatements in or
omissions from any Publicly Available Information or any Exchange
Information. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
9. the content of this Announcement is exclusively the
responsibility of the Company and that neither the Joint
Bookrunners nor any of their respective affiliates nor any of their
respective Representatives nor any person acting on their behalf
has or shall have any responsibility or liability for any
information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Publicly Available Information or Exchange
Information, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or any information
previously or simultaneously published by or on behalf of the
Company or otherwise. Each Placee further represents, warrants and
agrees that the only information on which it is entitled to rely
and on which such Placee has relied in committing itself to acquire
the Placing Shares is contained in this Announcement and any
Publicly Available Information including (without limitation) the
Exchange Information, such information being all that it deems
necessary and/or appropriate to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given, investigation made or
representations, warranties or statements made by either of the
Joint Bookrunners or the Company or any of their respective
affiliates or any of their respective Representatives or any person
acting on their behalf and neither the Joint Bookrunners nor the
Company nor any of their respective affiliates nor any of their
respective Representatives nor any person acting on its or their
behalf 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;
10. it has not relied on any information relating to the Company
contained in any research reports prepared by the Joint Bookrunners
or any of their respective affiliates or any of their respective
Representatives or any person acting on their behalf and
understands that (i) none of the Joint Bookrunners or any of their
respective affiliates or any of their respective Representatives or
any person acting on their behalf has or shall have any liability
for public information or any representation; (ii) none of the
Joint Bookrunners or any of their respective affiliates or any of
their respective Representatives or any person acting on their
behalf has or shall have any liability for any additional
information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this Announcement
or otherwise; and (iii) none of the Joint Bookrunners or any of
their respective affiliates or any of their respective
Representatives 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, whether at the date
of publication, the date of this Announcement or otherwise;
11. in making any decision to acquire Placing Shares, (i) it has
such knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of taking up the Placing Shares; (ii) it is
experienced in investing in securities of a similar nature to the
Ordinary Shares and in the sector in which the Company operates and
is aware that it may be required to bear, and is able to bear, the
economic risk of participating in, and is able to sustain a
complete loss in connection with, the Placing; (iii) it has relied
on its own examination, due diligence and analysis of the Company
and its affiliates taken as a whole, including the markets in which
the Company and its affiliates operate, and the terms of the
Placing, including the merits and risks involved, and not upon any
view expressed or information provided by or on behalf of either of
the Joint Bookrunners; (iv) it has had sufficient time and access
to information to consider and conduct its own investigation with
respect to the
offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary
for the purposes of its investigation, and (v) it will not look to
the Company, the Joint Bookrunners, any of their respective
affiliates, any of their respective Representatives or any person
acting on their behalf for all or part of any such loss or losses
it or they may suffer;
12. it satisfies any and all standards for investors in the
Placing Shares imposed by the jurisdiction of its residence or
otherwise;
13. (i) unless otherwise specifically agreed with the Joint
Bookrunners, it and each account it represents is not and, at the
time the Placing Shares are acquired, will not be, a resident of
Australia, Canada, the Republic of South Africa, Japan or any other
jurisdiction in which it is unlawful to make or accept an offer to
acquire the Placing Shares; (ii) it and each account it represents
is either (1)(a) outside the United States and will be outside the
United States at the time the Placing Shares are acquired by it and
(b) acquiring the Placing Shares in an "offshore transaction" in
accordance with Rule 903 or Rule 904 of Regulation S; or (2) a QIB
which is acquiring the Placing Shares for its own account or for
the account of one or more QIBs, each of which is acquiring
beneficial interests in the Placing Shares for its own account, who
has executed and delivered to the Company and the Joint Bookrunners
a US investor letter substantially in the form provided to it; and
(iii) it is not acquiring any of the Placing Shares as a result of
any form of "directed selling efforts" within the meaning of
Regulation S or as a result of any form of "general solicitation"
or "general advertising" within the meaning of Rule 502(c) of
Regulation D under the Securities Act;
14. (i) it and each account it represents is acquiring the
Placing Shares for investment purposes, and is not acquiring the
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly of any such
Placing Shares in or into the United States, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
the same would be unlawful; and (ii) it understands, and each
account it represents has been advised, that the Placing Shares
have not been and will not be registered or qualified for
distribution by way of a prospectus under the securities
legislation of the United States, Australia, Canada, the Republic
of South Africa, Japan and, subject to certain exceptions, may not
be offered, sold, acquired, renounced, distributed or delivered or
transferred, directly or indirectly, within or into those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
15. if it is receiving the offer to acquire the Placing Shares
in Canada, it is (i) a "accredited investor" within the meaning of
Section 1.1 of NI 45-106 or subsection 73.3(1) of the OSA, as
applicable, and it is either purchasing the Placing Shares as
principal for its own account, or it is deemed to be purchasing the
Placing Shares as principal for its own account in accordance with
applicable Canadian securities laws, for investment only and not
with a view to resale or redistribution; (ii) it was not created or
used solely to purchase or hold the Placing Shares as an accredited
investor under NI 45-106; (iii) a "permitted client" within the
meaning of NI 31-103; (iv) entitled under applicable Canadian
securities laws to purchase the Placing Shares without the benefit
of a prospectus under such securities laws; and (v) if required by
applicable Canadian securities laws, it will execute, deliver and
file or assist the Company or the Joint Bookrunners, as applicable,
in obtaining and filing such reports, undertakings and other
documents relating to the purchase of the Placing Shares by it as
may be required by any Canadian securities commission or other
regulatory authority;
16. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be
registered under the Securities Act or with any regulatory
authority of any state or other jurisdiction of the United States;
(ii) the Placing Shares are being offered and sold only (a) to
persons reasonably believed to be QIBs in transactions exempt from,
or not subject to, the registration requirements of the Securities
Act or (b) in an "offshore transaction" within the meaning of and
pursuant to Regulation S under the Securities Act; (iii) the
Placing Shares may only be reoffered or resold in transactions
exempt from, or not subject to, the registration requirements of
the Securities Act and no representation has been made as to the
availability of any exemption under the Securities Act or any
relevant state or other jurisdiction's securities laws for the
reoffer, resale, pledge or transfer of the Placing Shares; and (iv)
a prospectus will not be published in respect of any of the Placing
Shares under the Securities Act or the securities laws of any state
or other jurisdiction of the United States;
17. it is not an affiliate (as defined in Rule 501(b) under the
Securities Act) of the Company, and is not acting on behalf of an
affiliate of the Company;
18. the Placing Shares o ered and sold in the United States are
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act and for so long as the Placing Shares are
restricted securities, it will segregate such Placing Shares from
any other shares in the Company that it holds that are not
restricted securities, will not deposit the Placing Shares into any
depositary receipt facility maintained by any depositary bank in
respect of the Company's ordinary shares and will notify any
subsequent transferee of such Placing Shares of the applicable
transfer restrictions;
19. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), directly or
indirectly, whether in whole or in part, in or into the United
States, Australia, Canada, the Republic of South Africa or
Japan;
20. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
21. if the Placing Shares were o ered to it in the United
States, it has consulted its own independent advisors or otherwise
has satisfied itself concerning, without limitation, the e ects of
United States federal, state and local income tax laws (including
as to the consequences of the Company being or becoming a "passive
foreign investment company" (as defined in Sec on 1297 of the U.S.
Internal Revenue Code of 1986, as amended (the "Code")) and foreign
tax laws generally and the U.S. Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), the U.S. Investment Company Act
of 1940, as amended, and the Securities Act;
22. either: (a) it is not and for so long as it holds the
Placing Shares (or any interests therein) will not be a "benefit
plan investor" as defined in Sec on 3(42) of ERISA, or a
governmental, church or non-U.S. plan which is subject to any
federal, state, local or non-U.S. law that is substantially similar
to Sec on 406 of ERISA or Sec on 4975 of the Code ("Similar Law");
or (b) its acquisition, holding and disposition of the Placing
Shares will not result in a non-exempt prohibited transaction under
Sec on 406 of ERISA or Sec on 4975 of the Code, or, in the case of
such a governmental, church or non-U.S. plan, a violation of any
Similar Law;
23. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services), it is not
participating in the Placing as nominee or agent for any person to
whom the allocation, allotment, issue or delivery of the Placing
Shares would give rise to such a liability and the Placing Shares
are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a
clearance service;
24. it has complied and will continue to comply with its
obligations under the Criminal Justice Act 1993, MAR and any
delegating acts, implementing acts, technical standards and
guidelines thereunder, and in connection with money laundering and
terrorist financing, under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (as amended) and
any related or similar rules, regulations or guidelines issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a
request for verification of identity, the Joint Bookrunners have
not received such satisfactory evidence, the Joint Bookrunners may,
in their absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to
the Joint Bookrunners will be returned without interest to the
account of the drawee bank or CREST account from which they were
originally debited;
25. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation: (a) any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in any member
state of the EEA other than Qualified Investors or persons in the
United Kingdom other than Relevant Persons, or in circumstances in
which the prior consent of the Joint Bookrunners has been given to
each such proposed offer or resale; or (b) where Placing Shares
will be acquired by it on behalf of persons in any member state of
the EEA other than Qualified Investors or persons in the United
Kingdom other than Relevant Persons, the offer of those Placing
Shares will not be treated under the Prospectus Regulation as
having been made to such persons;
26. it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to 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 an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the FSMA;
27. it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
28. if it is in a member state of the EEA, it is a Qualified
Investor and, to the extent applicable, any funds on behalf of
which it is acquiring the Placing Shares that are located in a
member state of the EEA are each themselves such a Qualified
Investor;
29. if it is in the United Kingdom, it and any person acting on
its behalf is (a) a Qualified Investor and (b) falls within Article
19(5) and/or Article 49(2)(a) to (d) of the Order and undertakes
that it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its
business only;
30. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA or the
United Kingdom except in circumstances falling within Article 1(4)
of the Prospectus Regulation which do not result in any requirement
for the publication of a prospectus pursuant to Article 3 of the
Prospectus Regulation;
31. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA")) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require the approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by the Joint
Bookrunners in their capacity as an authorised person under section
21 of FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as a financial
promotion by an authorised person;
32. it has complied and will comply with all applicable laws
(including all relevant provisions of FSMA in the United Kingdom)
with respect to anything done by it in relation to the Placing
Shares;
33. no action has been or will be taken by either the Company or
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;
34. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on
behalf of each such person; and (ii) it is and will remain liable
to the Company and/or the Joint Bookrunners for the performance of
all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person). Each
Placee agrees that the provisions of this paragraph shall survive
the resale of the Placing Shares by or on behalf of any person for
whom it is acting;
35. (i) it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory; (iii) it has fully observed such laws and obtained
all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities and that it
has not taken any action or omitted to take any action which will
or may result in the Joint Bookrunners, the Company or any of their
respective affiliates or any of their respective Representatives
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing; and (iv) 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;
36. it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
37. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to acquire
and acknowledges, agrees and undertakes 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 of this
Announcement (including this Appendix) on the due time and date set
out herein, failing which the relevant Placing Shares may be placed
with other persons or sold as the Joint Bookrunners may in their
absolute discretion determine and without liability to such Placee,
and it will remain liable for any amount by which the net proceeds
of such sale falls short of the product of the Placing Price and
the number of Placing Shares allocated to it and may be required to
bear any stamp duty or stamp duty reserve tax or other similar
taxes (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;
38. 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 Joint Bookrunners or the Company
may call upon it to acquire a lower number of Placing Shares (if
any), but in no event in aggregate more than the aforementioned
maximum;
39. neither the Joint Bookrunners nor any of their respective
affiliates nor any of their respective Representatives nor any
person acting on behalf of any of them, are making any
recommendations to it or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the
Placing and participation in the Placing is on the basis that it is
not and will not be a client of either of the Joint Bookrunners and
the Joint Bookrunners have no duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for giving advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
40. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself; or (ii) its nominee, as the
case may be. Neither the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to indemnify on an after-tax basis and hold harmless
the Company, each of the Joint Bookrunners and their respective
affiliates and each of their respective Representatives in respect
of the same on an after-tax basis on the basis that the Placing
Shares will be allotted to the CREST stock account of the Joint
Bookrunners (or either one of them) who will hold them as nominee
on behalf of such Placee until settlement in accordance with its
standing settlement instructions;
41. it will indemnify, on an after-tax basis, and hold harmless
the Company, each of the Joint Bookrunners and their respective
affiliates and their respective Representatives from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising, directly or indirectly, out of or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
42. it acknowledges that it irrevocably appoints any director or
authorised signatories of the Joint Bookrunners 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;
43. in connection with the Placing, either of the Joint
Bookrunners and any of their respective affiliates acting as an
investor for their own account may acquire Placing Shares and in
that capacity may acquire, retain, purchase or sell for their own
account such Ordinary Shares in the Company and any other
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 or their respective
affiliates 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
their respective affiliates intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so;
44. that each of the Joint Bookrunners and their respective
affiliates may have engaged in transactions with, and provided
various commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its affiliates for which they would have
received customary fees and commissions. Each of the Joint
Bookrunners and their respective affiliates may provide such
services to the Company and/or its affiliates in the future;
45. a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Joint Bookrunners. The Joint Bookrunners reserve the right to take
up a portion of the securities in the Placing as a principal
position at any stage at their sole discretion, inter alia, to take
account of the Company's objectives, MiFID II requirements and/or
their allocation policies;
46. its commitment to acquire Placing Shares on the terms set
out in this Announcement (including this Appendix) and in the
contract note or trade confirmation will continue notwithstanding
any amendment that may in the future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or the Joint Bookrunners' conduct of the Placing;
47. neither the Company nor the Joint Bookrunners owes any
fiduciary or other duties to any Placee in respect of any
acknowledgements, confirmations, representations, warranties,
undertakings or indemnities in the Placing Agreement;
48. it may not rely on any investigation that any of the Joint
Bookrunners or any person acting on its behalf may or may not have
conducted with respect to the Company and its affiliates, the
Placing Shares or the Placing and the Joint Bookrunners have not
made any representation or warranty to it, express or implied, with
respect to the suitability or merits of any transactions it may
enter into in connection with the Placing, or as to the condition,
financial or otherwise, of the Company and its affiliates, or as to
any other matter relating thereto, and no information has been
prepared by, or is the responsibility of, the Joint Bookrunners for
the purposes of the Placing;
49. where it is acquiring the Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to acquire the Placing Shares for each managed account and
it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account;
50. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection with
such agreements) shall be governed by and construed in accordance
with the laws of England and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such agreements and such non-contractual
obligations, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either 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; and
51. the Company, the Joint Bookrunners and their respective
affiliates and their respective Representatives and others will
rely upon the truth and accuracy of the acknowledgements,
representations, warranties, indemnities, undertakings and
agreements set forth herein and which are given to each of the
Joint Bookrunners on its own behalf and on behalf of the Company
and are irrevocable and it irrevocably authorises the Company and
the Joint Bookrunners to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein. It agrees that if any
of the acknowledgements, representations, warranties, undertakings
and agreements made in connection with its subscribing and/or
acquiring of Placing Shares is no longer true or accurate, it shall
promptly notify the Company and the Joint Bookrunners.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company and the Joint Bookrunners and are
irrevocable.
Each Placee not acquiring the Placing Shares in an "offshore
transaction" pursuant to Regulation S (each a "U.S. Placee") shall
make specific representations, warranties, agreements and
acknowledgements pursuant to a U.S. investor representation letter.
Each U.S. Placee acknowledges that it will not be permitted to
purchase, subscribe for or otherwise take up Placing Shares unless
it has signed and returned such representation letter in accordance
with the terms thereof.
Securities legislation in certain provinces or territories of
Canada may provide Canadian investors with remedies for rescission
or damages if an "offering memorandum" such as this Announcement
(including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised
by the purchaser within the time limit prescribed by the securities
legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities
legislation of the purchaser's province or territory for the
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 -
Underwriting Conflicts ("NI 33-105") of the Canadian Securities
Administrators, the Joint Bookrunners (and any other dealers) are
not required to comply with the disclosure requirements of NI
33-105 regarding underwriter conflicts of interest in connection
with the Placing.
Upon receipt of this Announcement, each Canadian person hereby
confirms that it has expressly requested that all documents
evidencing or relating in any way to the sale of the Shares
described herein (including for greater certainty any purchase
confirmation or any notice) be drawn up in the English language
only. Par la réception de ce document, chaque investisseur canadien
confirme parles présentes qu'il a expressément exigé que tous les
documents faisant foi ou se rapportant de quelque manière que ce
soit à la vente des valeurs mobilières décrites aux présentes
(incluant, pour plus de certitude, toute confirmation d'achat ou
tout avis) soient rédigés en anglais seulement.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty and representation from each Placee, that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor the
Joint Bookrunners will be responsible and each Placee shall
indemnify on an after-tax basis and hold harmless the Company, the
Joint Bookrunners and their respective affiliates and their
respective Representatives for any stamp duty or stamp duty reserve
tax or other similar tax paid or otherwise payable by them in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify the Joint
Bookrunners accordingly.
Neither the Company nor the Joint Bookrunners is liable to bear
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable in or outside the United Kingdom by any Placee or any other
person on a Placee's acquisition of any Placing Shares or the
agreement by a Placee to acquire any Placing Shares. Each Placee
agrees to indemnify on an after-tax basis and hold harmless the
Company, each of the Joint Bookrunners and their respective
affiliates and their respective Representatives from any and all
interest, fines or penalties in relation to any such duties or
taxes.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the Joint Bookrunners
accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that the Joint Bookrunners and/or any of
their respective affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that the Joint
Bookrunners are receiving a fee in connection with their role in
respect of the Placing as detailed in the Placing Agreement. When a
Placee or person acting on behalf of the Placee is dealing with
either of the Joint Bookrunners any money held in an account with
the relevant 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 FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the relevant
Joint Bookrunner's money in accordance with the client money rules
and will be used by the relevant Joint Bookrunner in the course of
its own business; and the Placee will rank only as a general
creditor of the relevant 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 these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
All times and dates in this Announcement may be subject to
amendment by the Joint Bookrunners (in their absolute discretion).
The Joint Bookrunners shall notify the Placees and any persons
acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, the Joint Bookrunners or their
respective affiliates or their respective Representatives pursuant
to this Announcement where the payment (or any part thereof) is
chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account
any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount)) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEBUGDRDBDDGGD
(END) Dow Jones Newswires
July 22, 2020 11:36 ET (15:36 GMT)
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