TIDMSRE
RNS Number : 9439T
Sirius Real Estate Limited
20 November 2023
SIRIUS REAL ESTATE LIMITED
(Incorporated in Guernsey)
Company Number: 46442
JSE Share Code: SRE
LSE (GBP) Share Code: SRE
LEI: 213800NURUF5W8QSK566
ISIN Code: GG00B1W3VF54
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SINGAPORE OR ANY OTHER JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU NO.
596/2014), AS IT FORMS PART OF THE UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED.
20 November 2023
Sirius Real Estate Limited
Proposed capital raise of c. GBP 145 m to execute on near term
acquisition pipeline
Sirius Real Estate Limited ("Sirius" or the "Company" and
together with its subsidiaries, the "Group"), a leading owner and
operator of branded business and industrial parks providing
conventional space and flexible workspace in Germany and the United
Kingdom ("UK"), announces its intention to conduct a
non-pre-emptive placing of new ordinary shares in the Company
("Ordinary Shares") to raise gross proceeds of approximately
GBP145m (the "Capital Raise") to enable the Company to execute on a
significant near term pipeline of attractive acquisition
opportunities , following the acquisition of assets in Liverpool,
Barnsley and three in North London, acquired for a total of
approximately GBP45m over the last four months. The issue and
allotment of the new Ordinary Shares will be within the existing
authorities of the Company's board of directors.
The Capital Raise will comprise an institutional placing (the
"Placing") that will be conducted through an accelerated book
building process (the "Bookbuild"), which will be launched
immediately following this Announcement, and will be made available
to new and existing eligible investors, a placing to selected
qualified investors in South Africa (the "South Africa Placing")
and an offer of new Ordinary Shares in the Company to be made on
behalf of the Company by PrimaryBid Limited on its online platform
(which will provide existing retail investors in the UK with an
opportunity to participate in the Capital Raise) (the "Retail
Offer"). Certain directors ("Directors") and PDMRs of the Company
have also expressed an interest in participating in the Capital
Raise (the "Subscription").
The Placing is subject to the terms and conditions set out in
Appendix 1 to this Announcement. Joh. Berenberg, Gossler & Co.
KG, London Branch ("Berenberg") and Peel Hunt LLP ("Peel Hunt") are
acting as j oint global coordinators and joint bookrunners,
together with Panmure Gordon (UK) Limited ("Panmure Gordon" and,
together with Berenberg and Peel Hunt, the "Banks") who is acting
as joint bookrunner, in connection with the Placing. PSG Capital
Proprietary Limited ("PSG Capital") is acting as sole bookrunner
and placing agent in respect of the South Africa Placing.
Rationale for the Capital Raise & Use of Proceeds
The Group operates in two highly attractive markets, Germany and
the UK, which have strong, long-term fundamentals. The Directors
believe that the conditions in those markets currently present a
significant near term pipeline of attractive acquisition
opportunities, and the Capital Raise will provide the flexibility
to execute on that pipeline and replenish funds to use
opportunistically following several acquisitions in recent
months.
The Directors believe that the real estate market dynamics in
Germany, characterised by a resilient and well diversified economy
spread across several large autonomous markets, a strong SME
market, high replacement costs for light-industrial buildings and
levels of investment, provide a strong backdrop to pursue its
organic and acquisitions-led growth strategy over the medium term.
Similarly, the Directors continue to believe that the real estate
market dynamics in the UK remain positive, characterised by strong
rental growth potential, UK government regional investment
commitment, increased level of near-shoring, structural undersupply
of UK multi-let assets and resilient market conditions for light
industrial assets.
In executing its acquisition-led growth strategy, the Group is
focusing on assets across both Germany and the UK which both fit
the Group's disciplined selection criteria and also provide the
Group the opportunity to derive further value from those acquired
assets through its organic growth initiatives, including its highly
developed capex investment programme. Acquisition criteria across
both jurisdictions will be focused on under-utilised, multi-let,
mixed-use properties primarily located outside city centres, in
locations which have a high density of commercial and industrial
activity and good transport links. The Group typically seeks sites
which offer pricing upside and/or can be transformed into higher
yielding spaces with a value-add and opportunistic focus on asset
management potential. German assets will typically have EUR10-50m
site value, a higher vacancy and under-rented opportunity with
relatively low competition of purchasers for such assets.
Similarly, UK assets will typically comprise multi-let industrial,
studios and workspaces of GBP5-25m site value with high gross
yields and asset management potential.
Against the current market conditions in the Group's German and
UK markets, and following the Company's recent UK acquisitions, the
Directors have identified a pipeline of eight attractive
acquisition opportunities which meet the Group's acquisition
criteria and wish to launch the Capital Raise to execute further on
that pipeline. These assets remain subject to detailed commercial
and legal due diligence. Of the identified pipeline, four are based
in Germany and would require approximately EUR85m of acquisition
cost, and four which are based in the UK and would require
approximately GBP45m. The vendors of the assets are a mix of both
private individuals and institutional owners, and there is an
average investment size of approximately GBP15m (approximately
EUR17m) across the pipeline with a range of deal sizes from GBP4.2m
(EUR4.9m) to GBP23.4m (EUR26.7m). The Directors believe that these
identified sites have attractive attributes based on the Group's
ability to apply its expertise to drive growth through under-rent
and service charge recovery, its understanding of local area and
tenant churn and utilisation of targeted capex and other strategies
to improve occupancy, pricing and/or asset values. The Directors
believe each of the sites will benefit from strong tenant
demand.
Financial benefits of the Capital Raise
The execution on the identified acquisition pipeline utilising
the net proceeds of the Capital Raise has the potential to make a
strong contribution to the Group achieving its long-term ambition
to grow funds from operations ("FFO") to EUR150m per annum and will
be accretive to net asset value ("NAV") in the medium term. It is
also expected that doing so would reduce net loan-to-value ("LTV")
to below 35% immediately following the Capital Raise, comfortably
below the Company's stated 40% target level. The Group also intends
to maintain its progressive dividend policy.
Dividend
New Ordinary Shares issued pursuant to the Capital Raise will be
eligible for the interim dividend of 3.00 cents (EUR) per share.
The interim cash dividend is expected to be paid on 25 January
2024.
Director and PDMR participation in the Capital Raise
The CEO, CFO, certain PDMRs and certain other Directors have
expressed an interest in subscribing for new Ordinary Shares
("Subscription Shares") in the capital of the Company at the Offer
Price, contributing approximately GBP 180,000 in aggregate.
Commenting on the transaction, Andrew Coombs, Chief Executive
Officer of Sirius Real Estate Limited, said:
"The fundraise we are proposing this morning follows another
positive set of financial and operational results from Sirius,
which once more demonstrates our ability to drive value throughout
the economic cycle. We have delivered further strong FFO growth and
announced a double digit increase in dividend, with our asset
management platform continuing to deliver rental growth to offset
market wide yield expansion. During the period we have also been
busy sourcing a strong pipeline of accretive investment
opportunities at a time when we see real value in our sectors. The
proceeds of today's capital raise will allow us to execute on these
acquisitions and add a number of high quality assets to the
portfolio where we have identified the opportunity to grow our
rental income as well as create value through Sirius' operating
platform."
Ends
Enquiries:
Sirius Real Estate Limited
Andrew Coombs, CEO / Chris Bowman, CFO
Tel: +44 (0) 203 727 1000 (via FTI)
Berenberg (Joint Global Co-ordinator & Joint Bookrunner)
Toby Flaux / Richard Bootle / Alix Mecklenburg-Solodkoff /
Patrick Dolaghan
Tel: +44 (0) 203 207 7800
Peel Hunt (Joint Global Co-ordinator & Joint Bookrunner)
Investment Banking: Capel Irwin / Carl Gough / Henry
Nicholls
ECM Syndicate: Sohail Akbar / Jock Maxwell Macdonald
Tel: +44 (0) 207 418 8900
Panmure Gordon (Joint Bookrunner)
David Watkins / Amrit Mahbubani
Tel: +44 (0) 207 886 2500
PSG Capital (SA Adviser, Sole SA Bookrunner and Placing Agent,
JSE Sponsor)
Johan Holtzhausen
Tel: +27 (0) 82 558 3623
FTI Consulting (Financial PR)
Richard Sunderland / James McEwan / Talia Shirion
Tel: +44 (0) 203 727 1000
SiriusRealEstate@fticonsulting.com
NOTES TO EDITORS
About Sirius Real Estate Limited
Sirius is a property company listed on the main market and
premium segment of the London Stock Exchange and the main board of
the securities exchange operated by JSE Limited ("JSE"). It is a
leading operator of branded business parks providing conventional
space and flexible workspace in Germany and the UK. The Company's
purpose is to create and manage optimal workspaces that empower
small and medium-sized businesses to grow, evolve and thrive.
Sirius seeks to unlock the potential of its people, its properties,
and the communities in which it operates, so that together they can
create sustainable impact, and long-term financial and social
value.
The Company's core strategy is the acquisition of business parks
at attractive yields, the integration of these business parks into
its network of sites under the Sirius name in Germany and BizSpace
in the UK as well as offering a range of different branded products
within the portfolio, and the reconfiguration and upgrade of
existing and vacant space to appeal to the local market, through
intensive asset management and investment. The Company's strategy
aims to deliver attractive returns for shareholders by increasing
rental income and improving cost recoveries and capital values, as
well as by enhancing those returns through financing its assets on
favourable terms. Once sites are mature and net income and values
have been optimised, the Company may take the opportunity to
refinance the sites to release capital for investment in new sites
or consider the disposal of sites in order to recycle equity into
assets which present greater opportunity for the asset management
skills of the Company's team.
Sirius also has a venture with clients represented by AXA IM
Alts. Titanium was formed through the acquisition by AXA IM Alts,
on behalf of its clients, from Sirius, of a 65% stake in five
business parks across Germany. Sirius retained the remaining 35%.
The venture seeks to grow primarily through the acquisition of
larger stabilised business park assets and portfolios of assets
with strong tenant profiles and occupancy. As well as its equity
interest, Sirius acts as operator of the assets in the venture, on
a fee basis. Sirius will continue to grow its wholly owned
portfolio through acquisitions of more opportunistic assets, where
it can capitalise on its asset management expertise to maximise
utilisation of the space, grow occupancy and improve quality of the
tenants. The strategies have been clearly defined so that the
venture does not conflict with Sirius' existing business.
For more information, please visit:
www.sirius-real-estate.com
Details of the Capital Raise
The Capital Raise is expected, in aggregate, to raise gross
proceeds of approximately c.GBP145m, comprising a non-pre-emptive
placing of new Ordinary Shares in the Company to institutional
investors including in the UK (the "Placing"), a non pre-emptive
placing of new Ordinary Shares in the Company to selected qualified
investors in South Africa (the "South Africa Placing" ), an offer
of new Ordinary Shares in the Company to be made on behalf of the
Company by PrimaryBid on its online platform (which will provide
existing retail investors in the UK with an opportunity to
participate in the Capital Raise) (the "Retail Offer") and a direct
subscription for shares by certain Directors and PDMRs of the
Company (the "Subscription"). The total number of new Ordinary
Shares to be issued pursuant to the Capital Raise (the "Offer
Shares") and the price at which the Offer Shares are to be issued
(the "Offer Price") will be announced by the Company at the close
of the Bookbuild process. The Company will rely on the allotment
and disapplication of pre-emption rights authorities granted by
shareholders to the Company at its annual general meeting ("AGM")
held on 10 July 2023.
The Capital Raise is not conditional upon the approval by the
Company's shareholders. The Company acknowledges that it is seeking
to undertake the Capital Raise on a non-pre-emptive basis and has
therefore consulted, where possible, with the Company's major
institutional shareholders ahead of this Announcement. The Capital
Raise structure has been chosen as it minimises cost, time to
completion and use of management time. The consultation has
confirmed the Directors' view that the Capital Raise is in the best
interests of shareholders, as well as wider stakeholders in Sirius.
In accordance with resolution 18 passed at the Company's last AGM,
part of the net proceeds will be used to replenish funds following
the acquisitions completed by BizSpace, Sirius' UK subsidiary, in
Liverpool, Barnsley and three in North London, being acquisitions
undertaken in the last 12 months, allowing the Group additional
funds to use for its acquisitions pipeline.
Capital Raise Highlights
The proposed Capital Raise will consist of the Placing, the
South Africa Placing, the Retail Offer and the Subscription.
The proposed Placing and South Africa Placing are to be
conducted by way of the Bookbuild, which will launch immediately
following the release of this Announcement. The Placing will be
undertaken on behalf of the Company by Berenberg and Peel Hunt who
are acting as joint global coordinators and joint bookrunners,
together with Panmure Gordon who is acting as joint bookrunner, in
connection with the Placing, to be conducted in accordance with the
Terms and Conditions set out in Appendix 1, while the South Africa
Placing will to be conducted on behalf of the Company by PSG
Capital, who are acting as sole bookrunner and placing agent in
respect of the South Africa Placing. The South Africa Placing will
occur on a delivery vs payment basis, in accordance with the terms
of a PSG Capital irrevocable undertaking ("PSG Capital Irrevocable
Undertaking") (or in such other form as may be permitted by the
Company).
As indicated above, the CEO, CFO and certain other Directors and
PDMRs have expressed an interest in participating in the Capital
Raise by way of the Subscription. Should such persons or any other
related parties of Sirius participate (collectively, "Relevant
Persons"), this will occur in accordance with the approval granted
by shareholders under resolutions 17 and 18, as adopted at the
Company's most recent AGM and in compliance with the JSE Listings
Requirements. In terms of the JSE Listings Requirements, such a
Relevant Person may participate where his/her/its bid price equals
or exceeds the book close price, with shares being allocated
equitably "in the book" through the bookbuild process. Due process
will be followed.
The number of new Ordinary Shares to be issued pursuant to the
Capital Raise will be determined following completion of the
Bookbuild by agreement between the Company, the Banks and PSG
Capital. Subject to pricing, preference may be given to existing
shareholders seeking to participate in the Capital Raise. Other
criteria that may be considered, include, inter alia, the timing
and size of bids by investors.
The Company expects to close the Bookbuild as soon as
practicably possible on 20 November 2023. Details of the Offer
Price and the number of Offer Shares will be announced as soon as
practicable after the close of the Bookbuild.
Concurrently with the Placing and the South Africa Placing, the
Company intends to raise up to EUR8m in the Retail Offer, to
provide existing retail investors in the UK with an opportunity to
participate in the Capital Raise. The Retail Offer is not made
subject to the terms and conditions set out in Appendix 1 to this
Announcement and instead will be made on the terms outlined in the
separate announcement to be made shortly regarding the Retail
Offer. The Retail Offer is also conditional, inter alia, upon
completion of the Placing and the South Africa Placing.
New Ordinary Shares issued pursuant to the Capital Raise will be
eligible for the interim dividend of 3.00 cents (EUR) per share,
with the accompanying Dividend Reinvestment Plan ("DRIP')
alternative also being available in respect of such new Ordinary
Shares. The interim cash dividend is expected to be paid on 25
January 2024, in respect of shareholders on both the Company's UK
and South African share registers. Details regarding the DRIP,
including the applicable dates, are to be announced by the Company
on 20 November 2023.
Details of the Placing
The Placing will be effected pursuant to the Company's existing
shareholder authorities and therefore is not conditional upon
approval by the Company's shareholders. In accordance with
resolution 18 passed at the Company's last AGM, part of the net
proceeds will be used to replenish funds following the acquisitions
completed by BizSpace, Sirius' UK subsidiary, in Liverpool,
Barnsley and North London, being acquisitions undertaken in the
last 12 months, allowing the Group additional funds to pursue its
acquisitions pipeline.
The Placing is subject to the terms and conditions set out in
Appendix 1.
For the avoidance of doubt, the South Africa Placing is not
subject to the terms and conditions set out in Appendix 1, but is
subject to the terms of this Announcement and, where relevant, the
terms and conditions set out in the PSG Capital Irrevocable
Undertaking (or such other instrument as may be permitted by the
Company).
The Banks have today entered into a placing agreement with the
Company in relation to the Placing (the "Placing Agreement"). The
Banks will commence the Bookbuild in respect of the Placing
immediately following the publication of this Announcement. The
Offer Price and the number of new Ordinary Shares to be issued to
Placees in connection with the Placing (the "Placing Shares") will
be determined by the Company in consultation with the Banks and PSG
Capital following the close of the Bookbuild.
The Placing Shares are to be offered by way of an accelerated
bookbuild placement to selected institutional investors in private
placements outside of the United States in accordance with
Regulation S of the US Securities Act of 1933, as amended (the
"Securities Act") and in the United States to qualified
institutional buyers as defined in Rule 144A under the Securities
Act.
Pursuant to the terms of the Placing Agreement, each Bank, as
agent for the Company, has conditionally agreed to use its
reasonable endeavours to procure subscribers for the Placing Shares
at the Offer Price. The Placing is conditional, inter alia, on (i)
the Placing Agreement not having been terminated in accordance with
its terms and (ii) UK Admission and JSE Admission occurring.
The Bookbuild will open with immediate effect following the
release of this Announcement. The timing of the closing of the
Bookbuild, the Offer Price and the number of Placing Shares and
allocations are to be agreed between the Banks, PSG Capital and the
Company. Details of the Offer Price and the number of Placing
Shares taken up under the Placing will be announced as soon as
practicable after the close of the Bookbuild.
The Placing Agreement contains customary representations,
warranties and undertakings from the Company in favour of the Banks
relating to the Group and its business. In addition, the Company
has agreed to indemnify the Banks and their affiliates in relation
to certain liabilities they may incur in respect of the Placing and
the applications for UK Admission and JSE Admission (as defined
below). The Banks can terminate the Placing Agreement at any time
prior to UK Admission in certain customary circumstances, including
in the event of a breach of the Company's representations and
warranties given in the Placing Agreement, the failure of the
Company to comply with its obligations under the Placing Agreement
or the occurrence of a Material Adverse Change.
Subject to certain exceptions, the Company's shares may not be
acquired by investors using assets of: (A) an "employee benefit
plan" as defined in Section 3(3) of U.S. Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to
Title I of ERISA or (B) a "plan" as defined in Section 4975 of the
U.S. Internal Revenue Code of 1986, as amended.
Details of the South Africa Placing
The Company has engaged PSG Capital as sole bookrunner and
placing agent in respect of the South Africa Placing to undertake a
private placement of new Ordinary Shares at the Offer Price to
selected qualifying investors in the Republic of South Africa (the
"SA Placed Shares") pursuant to the terms of this Announcement and,
where relevant, the terms and conditions set out in the PSG Capital
Irrevocable Undertaking (or such other instrument as may be
permitted by the Company). The number of new Ordinary Shares to be
issued to SA Placees in connection with the South Africa Placing
will similarly be determined by the Company in consultation with
the Banks and PSG Capital following the close of the Bookbuild.
Details of the Retail Offer
The Company also intends to raise funds by the issue of Retail
Offer Shares at the Offer Price in order to provide existing retail
investors in the UK with an opportunity to participate in the
Capital Raise. PrimaryBid intends to conduct an offer for the
Retail Offer Shares on behalf of the Company (subject to certain
size limits) on the terms set out in a separate announcement to be
made by PrimaryBid shortly. The Retail Offer is conditional on the
Placing and the South Africa Placing completing. The Retail Offer
will not be available to investors outside the UK.
Details of the Subscription
The Subscription Shares will be subscribed for on the basis
agreed pursuant to direct subscription letters between certain
Directors and PDMRs and the Company, rather than pursuant to the
terms and conditions of the Placing contained in Appendix 1 to this
Announcement.
Lock-up
Pursuant to the Placing Agreement, the Company has agreed to a
lock-up pursuant to which it has undertaken to the Banks that at
any time between the date of the Placing Agreement and 90 days
after the date of UK Admission it will not, and will procure that
no Group company will, without the prior written consent of the
Banks (i) directly or indirectly, issue, allot, offer, lend,
mortgage, assign, charge, pledge, sell, contract to sell or issue,
sell any option or contract to purchase, purchase any option or
contract to sell or issue, grant any option, right or warrant to
purchase, lend or otherwise transfer or dispose of, directly or
indirectly, any Ordinary Shares or interest in Ordinary Shares or
any securities convertible into or exercisable or exchangeable for,
or substantially similar to, Ordinary Shares or any interest in
Ordinary Shares; or (ii) enter into any swap or other transaction
or arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of Ordinary Shares or
other shares in the capital of the Company, whether any such swap
or transaction described in (i) or (ii) above is to be settled by
delivery of Ordinary Shares or other shares in the capital of the
Company or such other securities, in cash or otherwise, subject to
certain customary exceptions.
UK Admission and JSE Admission
Application will be made for the admission of the Offer Shares
to listing on the premium segment of the Official List of the FCA
and to trading on the London Stock Exchange's main market for
listed securities (together, "UK Admission") and to listing and
trading on the JSE ("JSE Admission"). UK Admission is expected to
become effective at 8.00 a.m. (London time) on 24 November 2023 or
such later date as the Banks, the Company and PSG Capital may
agree, being no later than 8.00 a.m. (London time) on 8 December
2023. JSE Admission is expected to become effective at 9.00 a.m.
(Johannesburg time) on 24 November 2023 or such later date as the
Banks, the Company and PSG Capital may agree being no later than
9.00 a.m. (Johannesburg time) on 8 December 2023.
This Announcement contains inside information for the purposes
of the Market Abuse Regulation (EU) No 596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018, as amended. By the publication of this Announcement via a
Regulatory Information Service, this inside information is now
considered to be in the public domain. The person responsible for
arranging the release of this Announcement on behalf of the Company
is Anthony Gallagher, Company Secretary.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT
INTED THAT IT WILL BE SO APPROVED.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the Unites States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, Japan or any other jurisdiction in which
the same would be unlawful. No public offering of the Offer Shares
is being made in any such jurisdiction.
No action has been taken by the Company, any of the Banks or PSG
Capital or any of their respective affiliates, or any person acting
on its or their behalf that would permit an offer of the Offer
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Offer Shares
in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required
by the Company, the Banks and PSG Capital to inform themselves
about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with Regulation (EU) No
2017/1129 (as amended) (the "Prospectus Regulation") or Regulation
(EU) No 2017/1129 (as amended) as it forms part of UK domestic law
by virtue of the EUWA (the "UK Prospectus Regulation") to be
published.
Members of the public are not eligible to take part in the
Placing. In member states of the European Economic Area (the
"EEA"), this Announcement is directed at and is only being
distributed to "qualified investors" within the meaning of Article
2(e) of the Prospectus Regulation ("Qualified Investors"). In the
United Kingdom, this Announcement is directed at and is only being
distributed to "qualified investors" within the meaning of Article
2(e) of the UK Prospectus Regulation who are also (i) persons
having professional experience in matters relating to investments
who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); or (ii)
high net worth companies, unincorporated associations and
partnerships and trustees of high value trusts as described in
Article 49(2)(a) to (d) of the Order; or (iii) other persons to
whom it may otherwise lawfully be communicated (all such persons
together being "Relevant Persons"). Any investment or investment
activity to which this Announcement relates is available only to
(i) in any member state of the EEA, Qualified Investors; and (ii)
in the United Kingdom, Relevant Persons, and will be engaged in
only with such persons. This Announcement must not be acted on or
relied on (i) in any member state of the EEA, by persons who are
not Qualified Investors; and (ii) in the United Kingdom, by persons
who are not Relevant Persons.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in South Africa in relation to
the Offer Shares and the Offer Shares have not been, nor will they
be, registered under or offering in compliance with the securities
laws of any state, province or territory of Australia, Canada,
South Africa or Japan. Accordingly, the Offer Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada or Japan or any other
jurisdiction in which such activities would be unlawful.
In South Africa, the South Africa Placing will only be made by
way of a private placement of Ordinary Shares to selected persons
(i) falling within one of the specified categories listed in
section 96(1)(a) of the South African Companies Act, No. 71 of
2008, as amended (the "South African Companies Act"); or (ii)
acting as principal, acquiring SA Placed Shares for a total
contemplated acquisition cost of ZAR1,000,000 or more, as
contemplated in section 96(1)(b) of the South African Companies Act
("South African Eligible Investors"). This Announcement is only
being made available to such South African Eligible Investors.
Accordingly (i) the South Africa Placing is not an "offer to the
public" as contemplated in the South African Companies Act; (ii)
this Announcement does not, nor does it intend to, constitute a
"registered prospectus" or an "advertisement", as contemplated by
the South African Companies Act; and (iii) no prospectus has been
filed with the South African Companies and Intellectual Property
Commission (the "CIPC") in respect of the South Africa Placing. As
a result, this Announcement does not comply with the substance and
form requirements for a prospectus set out in the South African
Companies Act and the South African Companies Regulations of 2011,
and has not been approved by, and/or registered with, the CIPC, or
any other South African authority.
The information contained in this Announcement constitutes
factual information as contemplated in section 1(3)(a) of the South
African Financial Advisory and Intermediary Services Act, No. 37 of
2002, as amended (the "FAIS Act") and should not be construed as an
express or implied recommendation, guide or proposal that any
particular transaction in respect of the SA Placed Shares or in
relation to the business or future investments of the Company, is
appropriate to the particular investment objectives, financial
situations or needs of a prospective investor, and nothing in this
Announcement should be construed as constituting the canvassing
for, or marketing or advertising of, financial services in South
Africa. The Company is not a financial services provider licensed
as such under the FAIS Act.
By participating in the Bookbuild and the Placing, each person
who is invited to and who chooses to participate in the Placing
(each a "Placee") by making an oral or written and legally binding
offer to acquire Placing Shares will be deemed to have read and
understood this Announcement in its entirety, to be participating,
making an offer and acquiring Placing Shares on the terms and
conditions contained in Appendix 1 to this Announcement and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in Appendix 1 to this
Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and the Group. Words such as "believes", "anticipates",
"estimates", "expects", "intends", "plans", "aims", "potential",
"will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements
but are not the exclusive means of identifying such statements.
These statements and forecasts involve risk and uncertainty because
they relate to events and depend upon future circumstances that
have not occurred. There are a number of factors that could cause
actual results or developments to differ materially from those
expressed or implied by these forward-looking statements and
forecasts. As a result, the Group's actual financial condition,
results of operations and business and plans may differ materially
from the plans, goals and expectations expressed or implied by
these forward-looking statements. No representation or warranty is
made as to the achievement or reasonableness of, and no reliance
should be placed on, such forward-looking statements. No statement
in this Announcement is intended to be, nor may it be construed as,
a profit forecast or be relied upon as a guide to future
performance. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The
Company, its directors, the Banks, PSG Capital their respective
affiliates and any person acting on its or their behalf each
expressly disclaim any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to
do so by applicable law or regulation, the FCA, the London Stock
Exchange or the JSE.
The financial information contained in this Announcement has not
been reviewed and reported on by the Company's auditors.
Berenberg is authorised and regulated by the German Federal
Financial Supervisory Authority and is authorised, and subject to
limited regulation by, the FCA in the United Kingdom. Peel Hunt and
Panmure Gordon are authorised and regulated in the United Kingdom
by the FCA. PSG Capital is authorised and regulated by the JSE.
Each Bank and PSG Capital is acting exclusively for the Company and
no one else in connection with the Placing and the South Africa
Placing, the contents of this Announcement and other matters
described in this Announcement. No Bank or PSG Capital will regard
any other person as its client in relation to the Placing or the
South Africa Placing, the content of this Announcement and other
matters described in this Announcement and will not be responsible
to anyone (including any Placees) other than the Company for
providing the protections afforded to their respective clients or
for providing advice to any other person in relation to the Placing
or the South Africa Placing, the content of this Announcement or
any other matters referred to in this Announcement. Neither Bank
nor PSG Capital or any of their respective affiliates are acting
for the Company with respect to the Retail Offer.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any
Bank or PSG Capital or by any of their respective affiliates or any
person acting on their behalf as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing or the South Africa Placing. Any indication in this
Announcement of the price at which Ordinary Shares have been bought
or sold in the past cannot be relied upon as a guide to future
performance. The price of shares and any income expected from them
may go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
Any indication in this Announcement of the price at which the
Ordinary 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 Offer Shares will be made pursuant to an
exemption under the Prospectus Regulation or the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended does not
apply.
The Offer Shares to be issued or sold pursuant to the Capital
Raise will not be admitted to trading on any stock exchange other
than the London Stock Exchange and the JSE.
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.
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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such 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 the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Banks will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase or
take any other action whatsoever with respect to the Placing
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing.
For the avoidance of doubt, these terms and conditions do not
apply to the South Africa Placing which shall take place in
accordance with and subject to the terms and conditions set out and
contained within the PSG Irrevocable Undertaking.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE
2(E) OF REGULATION (EU) 2017/1129, AS AMED (THE "EU PROSPECTUS
REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED (THE "UK PROSPECTUS REGULATION") WHO
ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER; OR (III) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS IN (B) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
IN ANY MEMBER STATE OF THE EEA WHO ARE NOT QUALIFIED INVESTORS OR
PERSONS IN THE UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO QUALIFIED INVESTORS
IN ANY MEMBER STATE OF THE EEA AND RELEVANT PERSONS IN THE UNITED
KINGDOM AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR
SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY.
INSOFAR AS THIS ANNOUNCEMENT RELATES TO INVESTORS IN SOUTH
AFRICA, IT IS DIRECTED ONLY AT PERSONS IN SOUTH AFRICA WHO (I) FALL
WITHIN THE CATEGORIES OF PERSONS SET OUT IN SECTION 96(1)(A) OF THE
SOUTH AFRICAN COMPANIES ACT, 2008 OR (II) SUBSCRIBE FOR PLACING
SHARES FOR A MINIMUM ACQUISITION COST OF ZAR1 000 000 FOR A SINGLE
ADDRESSEE ACTING AS PRINCIPAL, AS ENVISAGED IN SECTION 96(1)(B) OF
THE SOUTH AFRICAN COMPANIES ACT, 2008 (THE "SOUTH AFRICAN COMPANIES
ACT") (SUCH PERSONS BEING REFERRED TO AS "SOUTH AFRICAN ELIGIBLE
INVESTORS") AND, AS SUCH, IS NOT AN "OFFER TO THE PUBLIC" AS
CONTEMPLATED IN THE SOUTH AFRICAN COMPANIES ACT. THIS ANNOUNCEMENT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT SOUTH
AFRICAN ELIGIBLE INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT OR THE PLACING RELATES IS AVAILABLE ONLY
TO AND WILL BE ENGAGED IN ONLY WITH SOUTH AFRICAN ELIGIBLE
INVESTORS.
THIS ANNOUNCEMENT DOES NOT, NOR DOES IT INT TO, CONSTITUTE A
"REGISTERED PROSPECTUS" OR AN "ADVERTISEMENT", AS CONTEMPLATED BY
THE SOUTH AFRICAN COMPANIES ACT; AND NO PROSPECTUS HAS BEEN FILED
WITH THE SOUTH AFRICAN COMPANIES AND INTELLECTUAL PROPERTY
COMMISSION ("CIPC") IN RESPECT OF THE SECURITIES, AS A RESULT, THIS
ANNOUNCEMENT DOES NOT COMPLY WITH THE SUBSTANCE AND FORM
REQUIREMENTS FOR A PROSPECTUS SET OUT IN THE SOUTH AFRICAN
COMPANIES ACT AND THE SOUTH AFRICAN COMPANIES REGULATIONS, 2011,
AND HAS NOT BEEN APPROVED BY, AND/OR REGISTERED WITH, THE CIPC, OR
ANY OTHER SOUTH AFRICAN AUTHORITY.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT CONSTITUTES
FACTUAL INFORMATION AS CONTEMPLATED IN SECTION 1(3)(A) OF THE SOUTH
AFRICAN FINANCIAL ADVISORY AND INTERMEDIARY SERVICES ACT, 2002 (AS
AMED) ("FAIS ACT") AND DOES NOT CONSTITUTE THE FURNISHING OF, ANY
"ADVICE" AS DEFINED IN THE SOUTH AFRICAN FINANCIAL MARKETS ACT,
2012 (AS AMED) AND/OR FAIS ACT. THE INFORMATION CONTAINED IN THIS
ANNOUNCEMENT SHOULD NOT BE CONSTRUED AS AN EXPRESS OR IMPLIED
RECOMMATION, GUIDANCE OR PROPOSAL THAT ANY PARTICULAR TRANSACTION
IS APPROPRIATE TO THE PARTICULAR INVESTMENT OBJECTIVES, FINANCIAL
SITUATIONS OR NEEDS OF A PROSPECTIVE INVESTOR, AND NOTHING IN THIS
ANNOUNCEMENT SHOULD BE CONSTRUED AS CONSTITUTING THE CANVASSING
FOR, OR MARKETING OR ADVERTISING OF, FINANCIAL SERVICES IN SOUTH
AFRICA.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR
SOLD DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES,
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF
ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING IS BEING MADE: (A) OUTSIDE THE UNITED STATES IN OFFSHORE
TRANSACTIONS WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION
S UNDER THE SECURITIES ACT; AND (B) INSIDE THE UNITED STATES ONLY
TO PERSONS REASONABLY BELIEVED TO BE QUALIFIED INSTITUTIONAL BUYERS
(AS DEFINED IN RULE 144A OF THE SECURITIES ACT) IN TRANSACTIONS NOT
INVOLVING AND "PUBLIC OFFERING" WITHIN THE MEANING OF SECTION
4(a)(2) OF THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO
PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED
KINGDOM, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN
THE PLACING SHARES.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States or any other Restricted Territory (as
defined below) or any jurisdiction where such offer or solicitation
is unlawful.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in Australia, Canada, Japan or the United States or any
jurisdiction in which such release, publication or distribution is
unlawful (each a "Restricted Territory"). The distribution of this
Announcement, the Placing and/or the offer or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company or by Joh. Berenberg, Gossler &
Co. KG, London Branch ("Berenberg"), Panmure Gordon (UK) Limited
("Panmure Gordon"), Peel Hunt LLP ("Peel Hunt" and, together with
Berenberg and Panmure Gordon, the "Banks") or PSG Capital
Proprietary Limited ("PSG Capital") or any of their respective
Affiliates or any of its or their respective agents, directors,
officers or employees (collectively "Representatives") which would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes
are required by the Company, the Banks and PSG Capital to inform
themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK 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 to which section 21(1) of
the Financial Services and Markets Act 2000, as amended (the
"FSMA") does not apply.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any
Bank, PSG Capital or any of their respective Affiliates or
Representatives as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any party or
its advisers, and any liability therefore is expressly
disclaimed.
The Banks are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to their clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement.
PSG Capital is acting exclusively for the Company and no-one
else in connection with the South Africa Placing and is not, and
will not be, responsible to anyone other than the Company for
providing the protections afforded to their clients nor for
providing advice in relation to the South Africa Placing and/or any
other matter referred to in this Announcement.
None of the Company, the Banks or PSG Capital or any of their
respective Affiliates or Representatives makes any representation
or warranty, express or implied to any Placees regarding any
investment in the securities referred to in this Announcement under
the laws applicable to such Placees.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will be deemed (i) to have
read and understood this Announcement in its entirety; (ii) to be
participating, making such offer on the terms and conditions
contained in this Appendix; and (iii) to be providing (and shall
only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties, indemnities,
agreements, acknowledgements and undertakings contained in this
Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges that:
1. if it is in any member state of the EEA it is a Qualified
Investor and if it is in the United Kingdom it is a Relevant
Person, and undertakes that it will subscribe for, hold, manage or
dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. it is subscribing for Placing Shares for its own account or
is subscribing for Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority
to make and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
Announcement;
3. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable), (i) the Placing Shares subscribed for
by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in a member
state of the EEA other than to Qualified Investors, or persons in
the United Kingdom other than to Relevant Persons, or in
circumstances in which the prior consent of the Banks has been
given to each proposed offer or resale; or (ii) where Placing
Shares have been subscribed for by it on behalf persons in a member
state of the EEA other than Qualified Investors, or in the United
Kingdom other than Relevant Persons, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation or
the UK Prospectus Regulation (as applicable) as having been made to
such persons;
4. 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" within the meaning of
Regulation S; or (b) a QIB who has delivered to the Company and the
Banks a US investor letter substantially in the form provided to
it; and
5. the Company and the Banks will rely upon the truth and
accuracy of and compliance with the foregoing representations,
warranties, undertakings, acknowledgements and agreements. Each
Placee hereby agrees with the Banks and the Company to be bound by
these terms and conditions as being the terms and conditions upon
which Placing Shares will be issued. A Placee shall, without
limitation, become so bound if any Bank confirms to such Placee its
allocation of Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Banks will today commence a
Bookbuild to determine demand for participation in the Placing by
Placees. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. The book will open with immediate
effect. Members of the public are not entitled to participate in
the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing
(but, for the avoidance of doubt, not the South Africa Placing
which shall take place in accordance with and subject to the terms
and conditions set out and contained within the PSG Irrevocable
Undertaking).
The Banks and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Details of the Placing Agreement and of the Placing Shares
Berenberg and Peel Hunt are acting as joint global coordinators
and, together with Panmure Gordon, as joint bookrunners in
connection with the Placing and PSG Capital is acting as the
Company's placing agent and sole bookrunner in respect of the South
Africa Placing. The Banks and PSG Capital are not acting for the
Company with respect to the Retail Offer.
The Banks have today entered into an agreement with the Company
(the "Placing Agreement") under which, subject to the conditions
set out therein, each Bank has agreed, each as agent for and on
behalf of the Company, to use its reasonable endeavours to procure
Placees for the Placing Shares at a price to be determined
following completion of the Bookbuild and as set out in the Placing
Agreement. The price per Ordinary Share at which the Placing Shares
(and SA Placed Shares and Retail Offer Shares) are to be placed
(the "Offer Price") and the final number of Placing Shares will be
determined at the close of the Bookbuild by the Company, the Banks
and PSG Capital, following which the Company and the Banks will
execute placing terms recording the final details of the Placing
(the "Placing Terms"). The timing of the closing of the book,
pricing and allocations are at the discretion of the Company and
the Banks. Details of the Offer Price and the number of Placing
Shares and Retail Offer Shares will be announced as soon as
practicable after the close of the Bookbuild.
Subject to the execution of the Placing Terms, each Bank has
severally (and not jointly nor jointly and severally) agreed with
the Company, in the event of any default by any Placee in paying
the Offer Price in respect of any Placing Shares allotted to it, to
take up such Placing Shares itself at the Offer Price in the agreed
proportions as set out in the Placing Agreement.
The Offer Shares will, when issued, be subject to the Company's
corporate documents, be credited as fully paid and will rank pari
passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid in respect of the Ordinary Shares after the
Closing Date. The Offer Shares will be issued free of any
encumbrances, liens or other security interests.
Applications for listing and admission to trading
Application will be made to the FCA for admission of the Offer
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 Offer Shares
to trading on its main market for listed securities (together, "UK
Admission"). It is expected that UK Admission will become effective
at 8.00 a.m. (London time) on 24 November 2023 or such later time
and date (being not later than 8.00 a.m. (London time) on 8
December 2023) as the Banks, PSG Capital and the Company may agree.
In addition, application will be made to the JSE for admission of
the Offer Shares to listing and trading on the Main Board ("JSE
Admission.") It is expected that JSE Admission will become
effective at 9.00 a.m. (Johannesburg time) on 24 November 2023 or
such later time and date (being not later than 9.00 a.m.
(Johannesburg time) on 8 December 2023) as the Banks, PSG Capital
and the Company may agree.
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Banks. Each Bank and its Affiliates are entitled to enter bids in
the Bookbuild as principal.
3. The Bookbuild, if successful, will establish the Offer Price
payable to the Banks by all Placees whose bids are successful. The
Offer Price and the aggregate proceeds to be raised through the
Placing will be agreed between the Banks and the Company following
completion of the Bookbuild and any discount to the market price of
the Ordinary Shares will be determined in accordance with the
Listing Rules and the terms of Resolutions 17 and 18 passed at the
Company's annual general meeting held on 10 July 2023. The Offer
Price and the number of Placing Shares will be announced on a
Regulatory Information Service following completion of the
Bookbuild (the "Placing Results Announcement").
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at one of the Banks. Each bid should state the number
of Placing Shares which the prospective Placee wishes to subscribe
for either at the Offer Price which is ultimately established by
the Company and the Banks or at prices up to a price limit
specified in its bid. Bids may be scaled down by the Banks on the
basis referred to in paragraph 8 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
consent of the Banks, 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 Banks. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the Banks, to pay to the Banks (or as the Banks
may direct) as agents for the Company in cleared funds an amount
equal to the product of the Offer Price and the number of Placing
Shares that such Placee has agreed to subscribe for and the Company
has agreed to allot and issue to that Placee.
6. The Bookbuild is expected to close as soon as practicably
possible on 20 November 2023. The Banks may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed.
7. Each Placee's allocation will be determined by the Company in
consultation with the Banks and will be confirmed to Placees orally
by the relevant Bank following the close of the Bookbuild, and a
trade confirmation will be dispatched as soon as possible
thereafter. The relevant Banks's oral confirmation to such Placee
will constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of such
Bank and the Company, under which such Placee agrees to subscribe
for the number of Placing Shares allocated to it and to pay the
relevant Offer Price for each such Placing Share on the terms and
conditions set out in this Appendix and in accordance with the
Company's corporate documents.
8. The Banks will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation and
pricing of the Placing Shares. Subject to paragraphs 4 and 5 above,
the Banks 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 Banks may also, notwithstanding paragraphs 4 and
5 above, and subject to the prior consent of the Company, (i)
allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time; and (ii) allocate
Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The acceptance of offers shall be
at the absolute discretion of the Banks. The Company reserves the
right (upon agreement with the Banks) to reduce or seek to increase
the amount to be raised pursuant to the Placing.
9. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each Placee
of a US Investor Letter substantially in the form provided to
it.
10. Except as required by law or regulation, no press release or
other announcement will be made by any Bank or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be 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".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
13. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by any Bank.
14. To the fullest extent permissible by law, none of the
Company, the Banks, 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 particular, none of the
Company, the Banks nor any of their respective Affiliates nor any
of their respective Representatives shall have any responsibility
or liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Banks' conduct of the Bookbuild
or of such alternative method of effecting the Placing as the Banks
and their respective Affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Banks under the Placing Agreement are
conditional on certain conditions, including, amongst other
things:
1. the Placing Terms having been executed and delivered by the
Company and the Banks by no later than 4.00 p.m. (London time) on
the date of this Announcement (or such later time and date as the
Company and the Banks may agree in writing);
2. (i) the mandate letter between the Company and PSG Capital in
relation to the South Africa Placing having been executed and
remaining in full force and effect, not having lapsed or been
terminated or amended in accordance with its terms prior to UK
Admission; (ii) no condition to which the mandate letter is subject
having become incapable of satisfaction and not having been waived
prior to UK Admission; and (iii) no event having arisen prior to UK
Admission which gives a party thereto a right to terminate the
mandate letter, save in each in case in circumstances where the
Company and the Banks agree in the Placing Terms that no SA Placed
Shares will be issued pursuant to the South Africa Placing;
3. the publication by the Company of the Placing Results
Announcement to a Regulatory Information Service as soon as
possible following the execution of the Placing Terms;
4. the Company not being in breach of any of its obligations and
undertakings under the Placing Agreement which fall to be performed
or satisfied prior to UK Admission (to the extent such obligations
and undertakings are not waived in writing by each of the
Banks);
5. the representations and warranties contained or referred to
in the Placing Agreement being true, accurate and not misleading on
and as at each of the dates that they are given, in each case, as
though they had been given and made on the relevant date by
reference to the facts and circumstances from time to time
subsisting;
6. no matter having arisen in respect of which indemnification
or contribution may be sought from the Company by any Bank or other
indemnified person;
7. in the opinion of the Banks (acting jointly and in good
faith), there not having been any Material Adverse Change (whether
or not foreseeable at the date of the Placing Agreement);
8. certain customary documents having been delivered;
9. the Company issuing, subject only to UK Admission and JSE
Admission, the Placing Shares, the PSG Placing Shares and the
Retail Offer Shares;
10. (i) each document relating to the Retail Offer remaining in
full force and effect, not having lapsed or been terminated or
amended in accordance with its terms prior to UK Admission; (ii) no
condition to which any such document is subject having become
incapable of satisfaction and not having been waived prior to UK
Admission; and (iii) no event having arisen prior to UK Admission
which gives a party thereto a right to terminate any such document,
save in each case in circumstances where the Company and the Banks
agree in the Placing Terms that no Retail Offer Shares will be
issued;
11. (i) each subscription letter up to the minimum participation
in relation to the subscription by certain Directors and PDMRs for
new Ordinary Shares (the "Subscription Letters") remaining in full
force and effect and not having lapsed or been varied, modified,
supplemented, rescinded or terminated (in whole or part); (ii) no
event having occurred which may constitute a breach of the
Subscription Letters; and (iii) no party to the Subscription
Letters having failed to enforce its rights thereunder in
accordance with their terms or granted any waiver or indulgence in
relation to any obligation thereunder or extension of time for
their performance;
12. JSE Admission taking place by no later than 9.00 a.m.
(Johannesburg time) on the Closing Date (or such later time and/or
date as the Company, PSG Capital and the Banks may agree in
writing, not being later than 8 December 2023); and
13. UK Admission taking place by no later than 8.00 a.m. on the
Closing Date (or such later time and/or date as the Company, PSG
Capital and the Banks may agree in writing, not being later than 8
December 2023).
(all conditions to the obligations of the Banks included in the
Placing Agreement being together, the "Conditions").
If: (i) any of the Conditions are not fulfilled or, where
permitted, waived or extended by the Banks in accordance with the
Placing Agreement; or (ii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will lapse and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placing is acting) in
respect thereof.
The Banks (acting jointly) may, at their discretion and upon
such terms and conditions as they think fit, waive satisfaction of
the Conditions (or any part of them) or extend the time provided
for satisfaction of the Conditions save that Conditions 1, 9 and
13, amongst others may not be waived. Any such waiver or extension
will not affect Placees' commitments as set out in this
Announcement.
None of the Company, the Banks nor any of their respective
Affiliates or their respective Representatives shall have any
liability or responsibility to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision it or another person may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
Condition nor for any decision it may make as to the satisfaction
of any Condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Banks. Placees
will have no rights against the Banks, the Company or any of their
respective Affiliates under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Each Bank, in their absolute discretion may terminate the
Placing Agreement in accordance with its terms in certain
circumstances, including, amongst others, if, at any time prior to
UK Admission:
1. any statement in any document or announcement issued or
published by or on behalf of the Company in connection with the
Placing, the South Africa Placing or the Retail Offer is or has
become untrue, inaccurate or misleading in any respect, or any
matter has arisen which would, if such document had been issued at
that time, constitute an inaccuracy or omission from any such
document or announcement;
2. there has been a breach by the Company of any of its
obligations under the Placing Agreement save to an extent that is
not, in the opinion of any Bank (acting in good faith),
material;
3. there has been a breach by the Company of any of the
representations or warranties contained or referred to in the
Placing Agreement or any of the representations or warranties is
not or has ceased to be, true, accurate and not misleading;
4. there has been a breach of any provision of any document
relating to the Retail Offer or a waiver of any condition thereto,
in each case, by the Company;
5. in the opinion of any Bank (acting in good faith) there has
been a Material Adverse Change (whether or not foreseeable at the
date of the Placing Agreement);
6. there has occurred, or in the opinion of any Bank (acting in
good faith) it is reasonably likely that there will occur:
6.1 any material adverse change in the financial markets in the
United Kingdom, South Africa, any member state of the EEA, the
United States or the international financial markets, any outbreak
or escalation of hostilities or war, act of terrorism, declaration
of emergency or martial law or other calamity or crisis or event or
any change or development involving a prospective change in
national or international political, financial, economic, monetary
or market conditions or currency exchange rates or controls;
6.2 a suspension of, or occurrence of material limitations to,
trading in any securities of the Company by the London Stock
Exchange, the JSE or any other exchange or over-the-counter market,
or of trading generally on the London Stock Exchange, the JSE, the
New York Stock Exchange, the NASDAQ National Market or any
over-the-counter market, or minimum or maximum prices for trading
having been fixed, or maximum ranges for prices of securities
having been required, by any of such exchanges or by such system or
by order of the FCA, the London Stock Exchange, the JSE, the SEC,
the Financial Industry Regulatory Authority, Inc. or any other
Agency, or a material disruption in commercial banking or
securities settlement or clearance services in the United Kingdom,
any member state of the EEA or the United States;
6.3 a declaration of a banking moratorium by the United Kingdom,
Guernsey, South Africa, any member state of the EEA, the United
States or New York authorities; or
6.4 any actual or prospective adverse change or development in
United Kingdom, Guernsey, Germany, South Africa or United States
materially affecting any Group Company, the Offer Shares or the
transfer thereof,
in each case, where the effect is such that (either singly or
together with any other event referred to in this paragraph 6), in
the opinion of any Bank (acting in good faith), it is inadvisable
or impracticable to market the Offer Shares or to enforce contracts
for the sale of the Offer Shares; or
7. either application for UK Admission is withdrawn or refused
by the FCA or the London Stock Exchange or the application for JSE
Admission is withdrawn or refused by the JSE or, in each case, in
the opinion of any Bank (acting in good faith), and after
consultation where practicable with the Company, will not be
granted.
If not all Banks give notice to terminate the Placing Agreement
in circumstances where they are able, the Bank(s) who do not give
such notice may allow the Placing and UK Admission to proceed and
will assume the obligations which remain to be performed under the
Placing Agreement by the Bank(s) who has given notice to
terminate.
If the Placing Agreement is terminated by all Banks in
accordance with its terms, the rights and obligations of each
Placee in respect of the Placing as described in this Announcement
shall cease and terminate at such time and no claim may be made by
any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the
Company and the Banks that the exercise or non-exercise by the
Banks of any right of termination or other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Banks or for agreement between the Company and
the Banks (as the case may be) and that neither the Company nor the
Banks need make any reference to, or consult with, Placees and that
none of the Company, the Banks nor any of their respective
Affiliates or respective Representatives shall have any liability
to Placees whatsoever in connection with any such exercise or
failure to so exercise or otherwise.
No prospectus
No prospectus, offering memorandum, offering document or
admission document has been or will be prepared or submitted to be
approved by the FCA or the CIPC (or any other authority) in
relation to the Placing, the South Africa Placing, UK Admission or
JSE Admission and no such prospectus is required (in accordance
with the UK Prospectus Regulation) to be published in the United
Kingdom or any equivalent jurisdiction.
Placees' commitments will be made solely on the basis of
publicly available information taken together with the information
contained in this Announcement, the Placing Results Announcement
and any Exchange Information (as defined below) previously
published by or on behalf of the Company simultaneously with or
prior to the date of this Announcement and subject to the further
terms set forth in the electronic contract note and/or electronic
trade confirmation to be provided to individual prospective
Placees.
Each Placee, by accepting its allocation in the Placing, agrees
that the content of this Announcement and the publicly available
information previously and simultaneously released by or on behalf
of the Company is exclusively the responsibility of the Company and
has not been independently verified by the Banks. Each Placee, by
accepting its allocation in the Placing, further confirms to the
Company and the Banks that it has neither received nor relied on
any other information, representation, warranty or statement made
by or on behalf of the Company (other than publicly available
information) or the Banks or their respective Affiliates or any
other person and neither the Banks, the Company nor any of their
respective Affiliates nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company. Nothing in this paragraph shall exclude or
limit the liability of any person for fraudulent misrepresentation
by that person.
Lock-up
The Company has undertaken to the Banks that, between the date
of the Placing Agreement and the date which is 90 calendar days
after the Closing Date, it will not, without the prior written
consent of the Banks, enter into certain transactions involving or
relating to the Ordinary Shares, subject to certain customary
carve-outs agreed between the Banks and the Company.
By participating in the Placing, Placees agree that the exercise
by the Banks of any power to grant consent to waive the
aforementioned undertaking by the Company shall be within the
absolute discretion of the Banks and that they need not make any
reference to, or consult with, Placees and that they shall have no
liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GG00B1W3VF54) following UK Admission will take place within the
CREST system, subject to certain exceptions. The Company and the
Banks reserve the right to require settlement for, and delivery of,
the Placing Shares to Placees by such other means that they deem
necessary, including in certificated form, if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
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 Bank or otherwise as such Bank may
direct.
The Company will deliver the Placing Shares to a CREST account
operated by the Settlement Bank as agent for and on behalf of the
Company and the Settlement Bank will enter its delivery (DEL)
instruction into the CREST system. The Settlement Bank will hold
any Placing Shares delivered to this account as nominee for the
Placees. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement will be on 24 November 2023 on a
T+4 basis and on a delivery versus payment basis in accordance with
the instructions given to the Banks.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentage points above SONIA as determined by the
Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for its own account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and shall be required to bear
any stamp duty, stamp duty reserve tax or other stamp, securities,
transfer, registration, execution, documentary or other similar
impost, duty or tax (together with any interest, fines or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on the Banks all such authorities and powers
necessary to carry out any such transaction and agrees to ratify
and confirm all actions which the Banks lawfully takes on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that, upon receipt, the
electronic contract note and/or electronic 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 UK
stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax (and/or any interest,
fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither the Banks nor the
Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with each Bank (in its capacity as joint global coordinator and
joint bookrunner and as placing agent, as applicable, of the
Company in respect of the Placing) 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 subscription for Placing Shares
is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this Announcement
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with UK Admission, the
Bookbuild, the Placing, the Company, the Placing Shares or
otherwise;
2. no offering document, prospectus, offering memorandum or
admission document has been or will be prepared in connection with
the Placing or is required under the EU Prospectus Regulation or
the UK Prospectus Regulation and it has not received and will not
receive a prospectus, offering memorandum, admission document or
other offering document in connection with the Bookbuild, the
Placing or the Placing Shares;
3. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of
the Company on or prior to the date of this Announcement; (ii) the
Ordinary Shares are admitted to the premium listing segment of the
Official List of the FCA and to trading on the London Stock
Exchange's main market for listed securities and that the Company
is therefore required to publish certain business and financial
information in accordance with the UK Market Abuse Regulation and
rules and regulations of the London Stock Exchange (collectively
and together with the information referred to in (i) above, the
"Exchange Information") which includes a description of the
Company's business and the Company's most recent balance sheet and
profit and loss account, and similar statements for preceding
financial years, and that it has reviewed such Exchange Information
and that it is able to obtain or access such information, or
comparable information concerning any other publicly traded
company, in each case without undue difficulty; and (iii) it has
had access to such financial and other information concerning the
Company, the Placing and the Placing Shares as it has deemed
necessary in connection with its own investment decision to
subscribe for any of the Placing Shares and has satisfied itself
that the information is still current and has relied on that
investigation for the purposes of its decision to participate in
the Placing;
4. no Bank, nor the Company nor any of their respective
Affiliates or their respective Representatives nor any person
acting on behalf of any of them has provided, and none of them will
provide, it with any material or information regarding the Placing
Shares, the Bookbuild, the Placing or the Company or any other
person other than this Announcement, nor has it requested any Bank,
the Company, any of their respective Affiliates or Representatives
or any person acting on behalf of any of them to provide it with
any such material or information;
5. unless otherwise specifically agreed with the Banks, it
and/or the person on behalf it is participating is not, and at the
time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a
Restricted Territory or any other jurisdiction in which it is
unlawful to make or accept an offer to acquire the Placing
Shares;
6. the Placing Shares have not been and will not be registered
or otherwise qualified, for offer and sale nor will an offering
document, prospectus, offering memorandum or admission document be
cleared or approved in respect of any of the Placing Shares under
the securities legislation of any Restricted Territory and, subject
to certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
7. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company and that no Bank nor
any of their respective Affiliates or its or their Representatives
nor any person acting on behalf of any of them has or shall have
any responsibility or liability for any information, representation
or statement contained in this Announcement or any information
previously or simultaneously published by or on behalf of the
Company, including, without limitation, any Exchange Information,
and will not be liable for any Placee's decision to participate in
the Placing based on any information, representation or statement
contained in this Announcement or any information previously or
simultaneously published by or on behalf of the Company or
otherwise;
8. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
the Placing Shares is contained in this Announcement and any
Exchange Information, it received and reviewed all information that
it believes is necessary 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 or
investigations, representations, warranties or statements made by
any Bank or the Company or any of their respective Affiliates or
their respective Representatives or any person acting on behalf of
any of them and no Bank nor the Company nor any of their respective
Affiliates or Representatives will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement;
9. it has relied on its own investigation, examination and due
diligence of the business, financial or other position of the
Company in deciding to participate in the Placing and no Bank nor
any of their respective Affiliates or its or their Representatives
nor any person acting on behalf of any of them have made any
representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing and the Placing Shares or the
truth, accuracy, completeness or adequacy of the Exchange
Information, and each of them expressly disclaims any liability in
respect thereof; and (ii) it will not hold any Bank or any of their
respective Affiliates or its or their Representatives or any person
acting on behalf of any of them responsible or liable for any
misstatements in or omission from 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;
10. it has not relied on any information relating to the Company
contained in any research reports prepared by any Bank, any of
their respective Affiliates or any person acting on its or their
behalf and understands that (i) no Bank nor any of their respective
Affiliates nor any person acting on its or their behalf has or
shall have any responsibility or liability for (x) public
information or any representation; or (y) any additional
information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this Announcement
or otherwise; and (ii) no Bank nor any of their respective
Affiliates nor any person acting on its or their behalf makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
11. (i) the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services); (ii) 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 (iii) 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;
12. no action has been or will be taken by the Company, any Bank
or any person acting on behalf of the Company or any Bank that
would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
13. (i) it (and any person acting on its behalf) is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid or will pay 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;
(iv) it has not taken any action or omitted to take any action
which will or may result in any Bank, the Company or any of their
respective Affiliates or Representatives acting in breach of the
legal or regulatory requirements of any jurisdiction in connection
with the Placing; and (v) the subscription for 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;
14. it (and any person acting on its behalf) has all necessary
capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the 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;
15. it has complied with its obligations under the Criminal
Justice Act 1993, the UK Market Abuse Regulation, any delegating
acts, implementing acts, technical standards and guidelines, and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (together
the "Regulations") and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the relevant Bank has not received such
satisfactory evidence, such Bank may, in its absolute discretion,
terminate the Placee's Placing participation in which event all
funds delivered by the Placee to such Bank will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
16. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make, and does make, the
acknowledgments, undertakings, representations and agreements and
give the indemnities herein on behalf of each such person; and (ii)
it is and will remain liable to each Bank and the Company for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another
person). 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;
17. it undertakes that it will (as principal or agent) subscribe
for, hold, manage and (if applicable) dispose of any Placing Shares
that are allocated to it for the purposes of its business only;
18. it understands that any investment or investment activity to
which this Announcement relates is available only to Qualified
Investors in a member state of the EEA, Relevant Persons in the
United Kingdom and South African Eligible Investors in South Africa
and will be engaged in only with Qualified Investors in a member
state of the EEA, Relevant Persons in the United Kingdom and South
African Eligible Investors in South Africa, and further understands
that this Announcement must not be acted on or relied on by persons
who are not Qualified Investors in a member state of the EEA,
Relevant Persons in the United Kingdom and South African Eligible
Investors in South Africa;
19. if in a member state of the EEA, it is a Qualified Investor;
20. if in the United Kingdom, it is a Relevant Person;
21. in the case of any Placing Shares subscribed for by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation or Article 5(1) of the UK Prospectus
Regulation, (i) the Placing Shares subscribed for by it in the
Placing will not be subscribed for on a non-discretionary basis on
behalf of, nor will they be subscribed for with a view to their
offer or resale, to persons in a member state of the EEA other than
Qualified Investors, or persons in the United Kingdom other than
Relevant Persons, or in circumstances in which the prior consent of
the Banks have been given to each such proposed offer or resale; or
(ii) where the Placing Shares have been subscribed for by it on
behalf of persons in any member state of the EEA other than
Qualified Investors, or in the United Kingdom other than Relevant
Persons, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation or the UK Prospectus Regulation
(as applicable) as having been made to such persons;
22. if it is a Placee resident in Australia, it:
22.1 is either (i) a "sophisticated investor" within the meaning
of Section 708(8) of the Australian Corporations Act or a
"professional investor" within the meaning of Section 9 and Section
708(11) of the Australian Corporations Act; or (ii) a "wholesale
client" for the purposes of Section 761G(7) of the Australian
Corporations Act (and related regulations), who has complied with
all relevant requirements in this respect;
22.2 understands, and each account it represents has been
advised that: (i) no offer of securities may be made in Australia
except to a person who is a sophisticated investor or a
professional investor who is also a wholesale client (each as
defined in the Australian Corporations Act); and (ii) this
Announcement including the Appendices issued by the Company in
connection with the Placing or any regulatory announcement that may
be issued by the Company:
a) does not constitute an offer of securities for sale in
Australia and does not constitute a Disclosure Document under Part
6D.2 of the Australian Corporations Act;
b) does not and is not required to contain all the information
which would be required under the Australian Corporations Act to be
included in a Disclosure Document as defined under the Australian
Corporations Act;
c) has not been lodged with the Australian Securities and Investments Commission;
d) does not constitute financial product advice in relation to
the Placing and nothing in the documentation should be taken to
constitute a recommendation or statement of opinion that it
intended to influence you in making a decision to participate in
the offer; and
e) does not constitute a Product Disclosure Statement as defined
under the Australian Corporations Act (nor has a Product Disclosure
Statement been or will be issued in relation to this offer) and no
cooling-off regime applies to the financial products offered
pursuant to this Announcement or any accompanying
documentation;
22.3 acknowledges and agrees that any securities acquired
pursuant to this Announcement are not, within 12 months of
acquisition of the securities, able to be offered, transferred,
assigned or otherwise alienated to investors in Australia except in
circumstances where disclosure is not required under Part 6D.2 of
the Australian Corporations Act or unless a compliant disclosure
document is prepared and lodged with the Australian Securities and
Investments Commission, ASX Limited ABN 98 008 624 691 or any
successor entity thereto;
23. it is and, at the time the Placing Shares are acquired, will be:
23.1 located outside the United and (i) is subscribing for
Placing Shares are purchasing the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S;
(ii) is aware of the restrictions on the offer and sale of the
Placing Shares pursuant to Regulation S; and (iii) the Placing
Shares have not been offered to it by means of any "directed
selling efforts" as defined in Regulation S;
23.2 located within the United States and (i) is a QIB that is
acquiring the Placing Shares in a transaction that is exempt from
the registration requirements under the Securities Act for its own
account (or for the account of a QIB as to which it has sole
investment discretion); (ii) is not an ERISA Entity; (iii) has
delivered an US Investor Letter substantially in a form provided to
it;
24. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentation or other materials concerning the Placing (including
electronic copies thereof), in or into any Restricted Territory to
any person and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
25. where it is subscribing for the Placing Shares for one or
more managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account and it has full power to make, and does make, the
acknowledgements, representations and agreements herein on behalf
of each such account;
26. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
27. it has not offered or sold and, prior to the expiry of a
period of six months from UK Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them acquiring, holding, managing
or disposing of investments (as principal or agent) for the
purposes of its 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;
28. any offer of Placing Shares may only be directed at persons
in member states of the EEA who are Qualified Investors and that it
has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA prior to UK Admission except to
Qualified Investors or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the EEA within the meaning of the EU Prospectus
Regulation;
29. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person;
30. it has complied and will comply with all applicable laws
(including, in the United Kingdom, all relevant provisions of the
FSMA and the Financial Services Act 2012) with respect to anything
done by it in relation to the Placing Shares;
31. if it has received any "inside information" as defined in
the UK Market Abuse Regulation about the Company in advance of the
Placing, it has not: (i) dealt in the securities of the Company;
(ii) encouraged or required another person to deal in the
securities of the Company; or (iii) disclosed such information to
any person except as permitted by the UK Market Abuse Regulation,
prior to the information being made publicly available;
32. (i) it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to subscribe
for and it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other persons or sold as any Bank
may in its discretion determine and without liability to such
Placee. It will, however, remain liable for any shortfall below the
net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest, fines or penalties) due
pursuant to the terms set out or referred to in this Announcement
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
33. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and
required, to acquire, and that the Banks or the Company may call
upon it to acquire a lower number of Placing Shares (if any), but
in no event in aggregate more than the aforementioned maximum;
34. no Bank nor any of their respective Affiliates or its or
their Representatives nor any person acting on behalf of any of
them, is making any recommendations to it or advising it regarding
the suitability or merits of any transactions it may enter into in
connection with the Placing and participation in the Placing is on
the basis that it is not and will not be a client of any Bank and
no Bank has any duties or responsibilities to it for providing the
protections afforded to its clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of the Banks' rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination
right;
35. the exercise by any (or all) of the Banks of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Banks and the relevant Bank or the Banks (acting
jointly) (as the case may be) need not have any reference to any
Placee and shall have no liability to any Placee whatsoever in
connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against the
Banks, the Company or any of their respective Affiliates under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties) Act 1999 (as amended) or otherwise;
36. 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. No Bank, nor the Company nor any of their respective
Affiliates will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar duties or taxes (together
with any interest, fines or penalties) resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to indemnify the Company, each Bank
and their respective Affiliates and Representatives in respect of
the same on an after-tax basis on the basis that the Placing Shares
will be allotted to the CREST stock account of the Settlement Bank
who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement
instructions;
37. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection with
such agreements) shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by any Bank or the Company in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
38. each of the Banks, the Company and their respective
Affiliates and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each Bank
on its own behalf and on behalf of the Company and are irrevocable
and it irrevocably authorises each Bank and the Company to produce
this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
39. it will indemnify on an after-tax-basis and hold the
Company, each Bank and their respective Affiliates and
Representatives and any person acting on behalf of any of them
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of, directly or
indirectly, or in connection with any breach by it of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
40. it irrevocably appoints any director or authorised signatory
of the Banks as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares agreed to be taken up by it under the
Placing;
41. its commitment to acquire Placing Shares on the terms set
out herein and in any contract note will continue notwithstanding
any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or the Banks' conduct of the Placing;
42. in making any decision to subscribe for the Placing Shares:
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for 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 and has no need for liquidity with respect to its
investment in the Placing Shares; (iii) it has relied solely on its
own investigation, examination, due diligence and analysis of the
Company and its Affiliates taken as a whole, including the markets
in which the Group operates, and the terms of the Placing,
including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of any Bank; (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 to enable it to
make an informed and intelligent decision with respect to making an
investment in the Placing Shares; (v) it is aware and understands
that an investment in the Placing Share involves a considerable
degree of risk; and (vi) it will not look to the Company, any Bank
or any of their respective Affiliates or their respective
Representatives or any person acting behalf of any of them for all
or part of any such loss or losses it or they may suffer;
43. neither the Company nor any Bank owes any fiduciary or other
duties to it or any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement or
these terms and conditions;
44. may not rely on any investigation that any Bank or any
person acting on their behalf may or may not have conducted with
respect to the Company and its Affiliates or the Placing and none
of such persons has made any representation or warranty to it,
express or implied, with respect to the suitability or merits of
the Placing, the subscription for or purchase of the Placing
Shares, or as to the condition, financial or otherwise, of the
Company and its Affiliates, or as to any other matter relating
thereto, and nothing herein shall be construed as any investment or
other recommendation to it to acquire the Placing Shares. It
acknowledges and agrees that no information has been prepared by,
or is the responsibility of, any Bank for the purposes of this
Placing;
45. in connection with the Placing, any Bank and any of its
Affiliates acting as an investor for its own account may take up
shares in the Company and in that capacity may retain, purchase or
sell for its own account such shares in the Company and any
securities of the Company or related investments and may offer or
sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in the Company to any Bank or any of its Affiliates
acting in such capacity. In addition, any Bank or any of their
respective Affiliates may enter into financing arrangements and
swaps with investors in connection with which such Bank or any of
their respective Affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. No Bank nor any of their respective Affiliates intends to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so; and
46. a communication that the Placing 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 Placing
and securities will be fully distributed by the Banks. Each Bank
reserves the right to take up a portion of the securities in the
Placing as a principal position at any stage at its sole
discretion, among other things, to take account of the Company's
objectives, UK MiFID II requirements and/or its allocation
policies.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and each Bank (for their own benefit
and, where relevant, the benefit of their respective Affiliates and
any person acting on their behalf) and are irrevocable.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to
their allotment and issue to Placees, or such persons as they
nominate as their agents, direct from the Company for the Placing
Shares in question. Neither the Company nor the Banks will be
responsible for any UK stamp duty or UK stamp duty reserve tax
(including any interest, fines and penalties relating thereto)
arising in relation to the Placing Shares in any other
circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Company nor the Banks are liable to bear any stamp duty
or stamp duty reserve tax or any other similar duties or taxes
(including, without limitation, other stamp, issue, securities,
transfer, registration, capital, or documentary duties or taxes)
("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) otherwise than under the laws of the
United Kingdom. Each Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such transfer taxes
undertakes to pay such transfer taxes forthwith, and agrees to
indemnify on an after-tax basis and hold each Bank and/or the
Company and their respective Affiliates (as the case may be)
harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, any Bank or their respective
Affiliates or their or their 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.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that each Bank and/or any of its 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 each Bank is receiving a fee in
connection with its 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 any Bank, any money held in an account with such Bank
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from the relevant Bank's money in
accordance with the client money rules and will be used by the
relevant Bank in the course of its own business; and the Placee
will rank only as a general creditor of that Bank.
Time is of the essence as regards each Placee's obligations
under this Appendix.
Any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to any Bank.
The rights and remedies of each Bank and the Company under the
terms and conditions set out in this Appendix are in addition to
any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose, in writing or orally to
each Bank: (a) if they are an individual, their nationality; or
(ii) if they are a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
All times and dates in this Announcement may be subject to
amendment. The Banks shall notify the Placees and any person acting
on behalf of the Placees of any changes.
APPIX 2
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Affiliate" has the meaning given in Rule 501(b) of Regulation
D under the Securities Act or Rule 405 under
the Securities Act, as applicable and, in
the case of the Company, includes its subsidiary
undertakings;
"Announcement" means this announcement (including its Appendices);
"Banks" means Berenberg, Panmure Gordon and Peel
Hunt;
"Berenberg" means Joh. Berenberg, Gossler & Co. KG, London
Branch;
"Board" means the board of directors of the Company;
"Bookbuild" means the bookbuilding process to be commenced
by the Banks immediately following release
of this Announcement to use reasonable endeavours
to procure Placees for the Placing Shares,
as described in this Announcement and subject
to the terms and conditions set out in this
Announcement and the Placing Agreement;
"Capital Raise" means together the Placing, the South Africa
Placing, the Retail Offer and the Subscription;
"Closing Date" means the day on which the transactions effected
in connection with the Placing will be settled;
"Code" the US Internal Revenue Code of 1986, as
amended;
"Company" means Sirius Real Estate Limited;
"CREST" means the relevant system (as defined in
the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755)) in respect of which
Euroclear is the Operator (as defined in
such Regulations) in accordance with which
securities may be held and transferred in
uncertificated form;
"ERISA" the US Employee Retirement Income Security
Act of 1974, as amended;
"ERISA Entity" any person that is: (i) an "employee benefit
plan" as defined in Section 3(3) of ERISA
that is subject to Title 1 of ERISA; (ii)
a "plan" as defined in Section 4975 of the
Code, including an individual retirement
account or other arrangement that is subject
to Section 4975 of the Code; (iii) an entity
which is deemed to hold the assets of any
of the foregoing types of plans, accounts
or arrangements that is subject to Title
1 of ERISA or Section 4975 of the Code; or
(iv) any governmental, church, non-US or
other employee benefit plan that is subject
to any federal, state, local or non-US law
that is substantially similar to the provisions
of Title I of ERISA or Section 4975 of the
Code whose purchase, holding, and disposition
of the Placing Shares could constitute or
result in a non-exempt violation of any such
substantially similar law;
"Euroclear" means Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and
Wales;
"EU Prospectus Regulation" means Regulation (EU) 2017/1129;
"EUWA" means the European Union (Withdrawal) Act
2018, as amended;
"FCA" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets
Act 2000 (as amended);
"Group" or "Sirius" means the Company and its subsidiary undertakings;
"JSE" means JSE Limited (Registration number 2005/022939/06),
a public company duly incorporated in South
Africa, and licensed as a securities exchange
under the SA Financial Markets Act;
"JSE Admission" means the admission of the Placing Shares,
the SA Placed Shares and the Retail Offer
Shares to trading on the Main Board becoming
effective in accordance with the rules of
the JSE;
"Listing Rules" means the rules and regulations made by the
FCA under the FSMA;
"London Stock Exchange" means London Stock Exchange plc;
"Material Adverse means a material adverse change or affecting,
Change" or any development reasonably likely to result
in a material adverse change in or affecting,
the condition (financial, operational, legal,
or otherwise) or the earnings, management,
results of operations, business affairs,
solvency, credit rating or prospects of the
Group (taken as a whole), whether or not
arising in the ordinary course of business
at any time prior to Admission;
"Main Board" means the main board of the list of securities
admitted to listing on the JSE;
"Offer Price" means the price per Ordinary Share at which
the Offer Shares are to be subscribed;
"Offer Shares" means together the Placing Shares, the PSG
Placed Shares and the Retail Offer Shares;
"Ordinary Share" means an ordinary share of no par value each
in the capital of the Company;
"Panmure Gordon" means Panmure Gordon (UK) Limited;
"PDMRs" means persons discharging managerial responsibility
as defined in the UK Market Abuse Regulation;
"Peel Hunt" means Peel Hunt LLP;
"Placee" means any person (including individuals,
funds or otherwise) by whom or on whose behalf
a commitment to acquire Placing Shares has
been given;
"Placing" means the placing to take place by way of
an accelerated bookbuild for which Berenberg
and Peel Hunt have been appointed joint global
coordinators and, together with Panmure Gordon,
as joint bookrunners (on a several basis)
(excluding, for the avoidance of doubt, the
South Africa Placing);
"Placing Agreement" has the meaning given to it in Appendix 1
to this Announcement;
"Placing Results means the announcement published by the Company
Announcement" confirming the results of the Placing on
a Regulatory Information Service immediately
following the execution of the Placing Terms;
"Placing Shares" means the new Ordinary Shares to be subscribed
by the Placees under the Placing;
"Placing Terms" has the meaning given to it in Appendix 1
to this Announcement;
"PRA" means the Prudential Regulation Authority;
"PSG Capital" or means PSG Capital Proprietary Limited;
"PSG"
"PSG Irrevocable means an irrevocable undertaking in the agreed
Undertaking" form pursuant to which SA Placees agree to
subscribe for SA Placed Shares;
"qualified institutional has the meaning given such term in Rule 144A
buyer" or "QIB" of the Securities Act;
"Regulation S" means Regulation S promulgated under the
Securities Act;
"Regulatory Information means any of the services set out in Appendix
Service" 3 of the Listing Rules;
"Representative" means in respect of any person, any of their
respective Affiliates or any of their respective
agents, directors, officers or employees;
"Restricted Territory" means Australia, New Zealand, Canada, Japan,
the United States or any jurisdiction in
which the release, publication or distribution
of this Announcement is unlawful;
"Retail Offer" means the offer of the Retail Offer Shares
on the PrimaryBid platform and on the terms
set out in a separate announcement;
"Retail Offer Shares" means the Ordinary Shares to be subscribed
by investors under the Retail Offer ;
"Rule 144A" means Rule 144A under the Securities Act;
"SA Placed Shares" means Ordinary Shares to be subscribed for
by SA Placees pursuant to the South Africa
Placing;
"SA Placees" means selected qualifying investors in South
Africa who will subscribe for SA Placed Shares
pursuant to the South Africa Placing;
"Securities Act" means the U.S. Securities Act of 1933, as
amended;
"Settlement Bank" means Peel Hunt;
"South Africa" means the Republic of South Africa;
"South Africa Placing" means the private placing, by way of accelerated
bookbuild, of Ordinary Shares to selected
qualifying investors in South Africa by PSG
Capital in its capacity as sole bookrunner
and placing agent in South Africa;
"South African Companies means the South African Companies Act, No.
Act" 71 of 2008, as amended;
"South African Eligible means persons in South Africa who (i) fall
Investors" within the categories of persons set out
in Section 96(1)(a) of the South African
Companies Act, 2008 or (ii) subscribe for
Placing Shares for a minimum acquisition
cost of ZAR1 000 000 for a single addressee
acting as principal, as envisaged in section
96(1)(b) of the South African Companies Act,
2008;
"subsidiary" or each have the meaning given to that term
"subsidiary undertaking" in the Companies Act 2006;
"UK Admission" means admission of the Placing Shares, SA
Placed Shares and the Retail Offer Shares
to the premium listing segment of the Official
List and to trading on the London Stock Exchange's
main market for listed securities;
"UK Market Abuse means Regulation (EU) 596/2014 as it forms
Regulation" part of UK domestic law by virtue of the
EUWA;
"UK MiFID II" means EU Directive 2014/65/EU as it forms
part of UK domestic law by virtue of the
EUWA;
"UK Prospectus Regulation" means the Regulation (EU) 2017/1129 as it
forms part of UK domestic law by virtue of
the EUWA;
"uncertificated" means in respect of a share or other security,
or "in uncertificated where that share or other security is recorded
form" on the relevant register of the share or
security concerned as being held in uncertificated
form in CREST and title to which may be transferred
by means of CREST;
"United Kingdom" means the United Kingdom of Great Britain
or "UK" and Northern Ireland;
"United States" means the United States of America, its territories
or "US" and possessions, any state of the United
States of America, the District of Columbia
and all other areas subject to its jurisdiction
and any political sub-division thereof; and
"US Investor Letter" means the letter in the form provided by
any Bank.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the United
Kingdom. All references to "US$", "$" or "dollars" are to the
lawful currency of the United States of America. All references to
"ZAR" are to the lawful currency of the Republic of South
Africa.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEFEESSSEDSEFF
(END) Dow Jones Newswires
November 20, 2023 02:01 ET (07:01 GMT)
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