TIDMXPP
RNS Number : 5384S
XP Power Limited
06 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SINGAPORE OR SOUTH AFRICA 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.
6 November 2023
XP Power Limited
( " XP Power " the "Group" or the " Company " )
Announcement of Funding Plan and
Placing of up to GBP44m and Retail Offer of up to GBP1.5m
XP Power, the developer and manufacturer of critical power
control solutions for the Industrial Technology, Healthcare and
Semiconductor Manufacturing Equipment sectors, today announces a
proposed equity issue of new ordinary shares in the Company (the
"Offer Shares") to raise gross proceeds of up to GBP45.4 million
through:
-- a non-pre-emptive placing to raise gross proceeds of up to
GBP43.9 million (the "Placing") at a fixed price of 1150 pence per
new ordinary share (the "Placing Price"); and
-- a separate offer made by the Company via PrimaryBid to raise
gross proceeds of up to GBP1.5 million (the "Retail Offer" and
together with the Placing, the "Fundraise"), to provide retail
investors in the United Kingdom with an opportunity to subscribe
for new ordinary shares in the Company at the Placing Price. A
separate announcement will be made shortly regarding the Retail
Offer.
The net proceeds of the Fundraise will be used to reduce net
debt, improve the Group's liquidity position, refinance capital
investments and continue to invest in key areas including
R&D.
Highlights
Since its trading update of 2 October 2023, the Company has
taken decisive action to develop a comprehensive Funding Plan that
addresses current balance sheet constraints and provides the
funding platform necessary to execute its long term growth
strategy.
-- The Funding Plan consists of three elements:
1. Management actions
2. Amendments to the Group's borrowing facility
3. Proposed Placing and Retail Offer
-- Management actions, as announced on 27 October 2023, include
operating cost reduction, an inventory reduction plan, suspension
of dividends, minimisation of capital expenditure and
standardisation of supplier payment terms.
- Significant collective impact on funding position
- Operating cost reduction also aligns costs with the near-term
market outlook
-- Amendments to the Group's borrowing facility are centred on
revisions to banking covenants to afford sufficient headroom to
execute the Group's long-term growth strategy.
-- Placing to raise up to GBP43.9 million and Retail Offer to raise up to GBP1.5 million.
- The Placing will be conducted through an accelerated bookbuild
launched immediately
- Certain Directors, associated persons and members of the
senior management team intend to subscribe for Offer Shares for an
aggregate amount of GBP0.4 million.
- The Offer Shares are expected to represent in aggregate
approximately 19.99 per cent. of the Company's current issued share
capital
- The Fundraise will be effected pursuant to the Company's
existing shareholder authorities and are not conditional upon
approval by the Company's shareholders
-- The Funding Plan is expected to leave the Group's leverage
broadly at the top end of the Company's previously stated target
range by year end 2024.
-- The Group's long-term prospects remain strong based on its
focus on markets with attractive structural growth characteristics
and significant barriers to entry, its broad portfolio of strong
designed-in products across a wide range of customers, and industry
leadership on sustainability.
-- A clear operational plan to return performance back to
historic levels underpins the Board's confidence in the Group's
future delivery and ability to grow ahead of its end markets, drive
further market share gains, improve profitability and deliver
strong cash generation .
-- Since the trading update of 2 October 2023, a small number of
parties have expressed indicative, non binding interest in
acquiring the Company at prices which the Board considers
fundamentally undervalue the Company and its long-term prospects.
Having considered each of these unsolicited expressions of
interest, with its advisers, the Board does not believe that any of
them are at a value which merits further engagement with any of
those parties and has had no hesitation in unequivocally rejecting
them.
Trading Updates
On 2 October 2023, the Company announced that trading in the
third quarter was below management's expectations with economic
uncertainty and weaker end-market demand in the Semiconductor
Manufacturing Equipment sector resulting in some customers
deferring shipments into 2024. The Company also announced higher
than planned capital expenditure and a lower than expected working
capital reduction in 2023, resulting in the Group's net debt
increasing to approximately GBP163 million.
On 27 October 2023, the Company issued a further update that
revenue in the third quarter was GBP75.1 million (2022: GBP79.4
million) with operating profit slightly ahead of the Group's prior
expectation due to a better outturn in September. Trading in
October 2023 had been at least in line with management's
expectations and the Group's full year expectations were
unchanged.
In light of these trading conditions, and with the timing of the
overall economic recovery uncertain, the Company also announced
that it had undertaken a number of important cost reduction and
cash preservation actions since 2 October 2023 that will benefit
the Group for the remainder of 2023 and 2024.
Key management actions on costs and cash:
A significant and wide-ranging operating cost reduction
programme has commenced, including:
-- Headcount reductions and restrictions on non-discretionary
spend. The full year benefit of these actions to net debt and
Adjusted EBITDA in 2024 is expected to be in a range of GBP8.0 to
GBP10.0 million.
-- Inventory reduction plan over the period 2023 to 2025 in the
range of GBP10.0 to GBP20.0 million, as surplus stock is
progressively unwound in response to supply chain
normalisation.
-- Standardisation of supplier payment terms, which is in progress.
-- Reduction of discretionary capital expenditure to maintenance
levels including deferring construction of the Malaysian site.
-- Suspension of dividend payments until the end of 2024,
including cancelling the Q2 2023 payment.
In aggregate, these management actions are expected to improve
the Group's net debt by between GBP53 million and GBP60 million by
the end of 2024, when combining the impact of current debt
reduction and future spend avoidance.
The combined Funding Plan, including the net proceeds from the
Fundraise, are expected to leave leverage at the top end of the
Company's previously stated target range by year end 2024 before
reducing further during 2025.
Amendments to borrowing facility
XP Power has reached an agreement with its relationship banks to
amend the covenants to its $255 million Revolving Credit Facility
("RCF"), as follows:
-- Net Debt / Adjusted EBITDA covenant to increase to 3.5x until
31 December 2024, returning to 3.0x thereafter.
-- Adjusted EBITDA / Net Finance Expense covenant to reduce to
3.0x until 30 September 2025, returning to 4.0x thereafter.
The changes above have resulted in a small one-off amendment fee
and a modest increase in ongoing facility margin depending on the
Group's leverage position.
The covenant amendments become effective upon completion of the
proposed Fundraise. The RCF matures in June 2026.
The Board believes the combination of management actions, the
net proceeds of the Fundraise and the covenant amendments provide
the Group with sufficient liquidity and covenant headroom to
execute its long-term growth strategy.
Outlook and market opportunity
While, as previously announced, 2023 will not deliver the
financial progress the Company had forecast earlier in the year, it
is expected to result in a trading performance similar to the prior
year in what have become increasingly challenging end market
conditions.
While it is too early to provide specific guidance for 2024, the
Board expects to enter the new financial year with a sizeable order
book, largely for delivery in the year. The Group will also benefit
from the recent significant action taken on costs and cash.
Longer term, the Group has a strong pipeline of potential design
wins, and existing product, combined with end markets that have
excellent through the cycle growth drivers. The Board therefore
expects, on average, to grow ahead of its markets while returning
margins and cash to historic levels.
XP Power's strong market positions, built on a designed-in,
technology-led product portfolio and customer intimacy, have taken
over 30 years to develop, and continue to underpin the Group's
future prospects.
Details of the Placing and use of proceeds
The Company is proposing to raise up to GBP 43.9 million before
expenses through the issue of new ordinary shares in the capital of
the Company (the "Placing Shares") at the Placing Price to existing
and new institutional investors ("Placees"). The Placing Price
represents a premium of approximately 6.1 per cent. to the closing
price on 3 November 2023, being the last practicable day prior to
the publication of this announcement.
Investec Bank plc ("Investec") is acting as sole bookrunner in
connection with the Placing. The Placing will be conducted through
an accelerated bookbuild (the "Bookbuild"), which will be launched
immediately following this announcement. The number of Placing
Shares will be decided at the close of the Bookbuild. The timing of
the closing of the book and allocations are at the discretion of
the Investec and the Company.
The Offer Shares will represent up to 19.99 per cent. Of the
Company's current issued share capital.
The Fundraise will be effected pursuant to the Company's
existing shareholder authorities and therefore is not conditional
upon approval by the Company's shareholders. It is intended that
the net proceeds of the Fundraise will be used to reduce net debt,
improve the Group's liquidity position, refinance capital
investments, specifically amounts invested to relocate two key US
sites to new premises with increased capacity for long-term growth,
and continue to invest in key areas including R&D. In
accordance with the existing shareholder authorities, any net
proceeds received by the Company from the issue of Placing Shares
of more than 10 per cent. of the Company's existing issued share
capital will be applied to partially refinance the capital
investments made in the last six months to relocate the Company's
two key US sites.
The terms and conditions of the Placing are set out in Appendix
1 to this announcement. Members of the public are not permitted to
participate in the Placing.
The Board has chosen the structure of the Fundraise to minimise
costs and reduce the time to completion. However, the Board is
supportive of the Pre-Emption Group guidance that encourages
companies to consider the inclusion of retail shareholders when
issuing shares non-pre-emptively, and the Company therefore intends
to undertake the Retail Offer.
The Retail Offer is not made subject to the terms and conditions
set out in the Appendix 1 to this announcement, and instead a
separate announcement will be made shortly regarding the Retail
Offer and its terms. Investec is not acting for the Company in
respect of the Retail Offer and is not otherwise involved in the
Retail Offer.
The Offer Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares. This includes the right to receive all dividends
and other distributions declared or paid in respect of such
Ordinary Shares after the date of issue of the new Ordinary
Shares.
Applications will be made for the Offer Shares to be admitted to
the premium listing segment of the Official List of the Financial
Conduct Authority and to be admitted to trading on the main market
for listed securities of London Stock Exchange plc (together,
"Admission"). Admission is expected to take place on or before 8.00
a.m. (London time) on 9 November 2023 (or such later time and/or
date as Investec may agree with the Company), and dealings in the
Offer Shares will commence at that time. The Fundraise is
conditional upon, among other things, Admission becoming effective
and the placing agreement between the Company and Investec not
being terminated in accordance with its terms.
Gavin Griggs, CEO, said:
"XP Power's strategy, market positioning, customer proposition
and medium term demand outlook all remain strong. In response to
the downturn in short term market conditions we have taken decisive
management action to reduce costs and conserve cash, and agreed a
new covenant package with our lenders.
"Proceeds from the Fundraise will build on this action, reducing
net debt and improving liquidity and covenant headroom, and
enabling us to continue to invest in the areas that will be key to
our future growth, including research and development and the
expansion of our operating capacity."
"The fundamentals of our investment case remain intact and we
have a clear plan to restore performance back to historic
levels."
Capitalised terms in this announcement shall, unless the context
requires otherwise, have the meanings set out in Appendix 2. Please
read the "Important Notices" section of this announcement.
Enquiries:
XP Power
Gavin Griggs, Chief Executive
Officer
Matt Webb, Chief Financial
Officer +44 (0)118 984 5515
Investec Bank plc
Sole Broker and Bookrunner
to XP Power
Carlton Nelson
Patrick Robb
Cameron MacRitchie +44 (0) 20 7597 5970
Rothschild & Co
Financial Adviser to XP Power
Ravi Gupta
Aadeesh Aggarwal
Shannon Nicholls +44 (0)20 7280 5000
Citigate Dewe Rogerson
Kevin Smith / Lucy Gibbs +44 (0)20 7638 9571
Directors' and PDMRs' participation in the Fundraise
As part of the Fundraise, certain Directors, associated persons
and senior management team intend to subscribe for an aggregate of
37,777 Offer Shares at the Placing Price. Details of the Offer
Shares for which the Directors intend to subscribe are displayed
below:
Name Title Number Number of Value of Resulting
of Existing Offer Shares Offer Shares shareholding
Ordinary intended to intended following
Shares be subscribed to be subscribed proposed
for for subscription
Jamie Pike Chairman 3,838 8,695 GBP100,000 12,533
------------------ ------------ -------------- ----------------- -------------
Chief Executive
Gavin Griggs Officer 8,252 4,347 GBP50,000 12,599
------------------ ------------ -------------- ----------------- -------------
Chief Financial
Matt Webb Officer - 12,173 GBP140,000 12,173
------------------ ------------ -------------- ----------------- -------------
Polly Williams Non-Executive - 4,347 GBP50,000 4,347
------------------ ------------ -------------- ----------------- -------------
Sandra Breene Non-Executive - 2,391 GBP27,500 2,391
------------------ ------------ -------------- ----------------- -------------
Pauline Lafferty Non-Executive - 1,739 GBP20,000 1,739
------------------ ------------ -------------- ----------------- -------------
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN, SINGAPORE OR SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
This announcement 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, Singapore or South Africa or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
No action has been taken by the Company, Investec or any of
their respective affiliates, or any person acting on its or their
behalf that would permit an offer of the Placing Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company and Investec 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 "EU Prospectus Regulation") or the EU
Prospectus Regulation as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation")) to be published. Persons needing advice should
consult a qualified independent legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of
any State or other jurisdiction of the United States, and may not
be offered, sold or transferred, directly or indirectly, in or into
the United States except pursuant to an exemption from the
registration requirements of the Securities Act and in compliance
with the securities laws of any State or any other jurisdiction of
the United States. Accordingly, the Placing Shares will be offered
and sold only (i) outside of the United States in "offshore
transactions" (as such term is defined in Regulation S under the
Securities Act ("Regulation S")) pursuant to Regulation S and
otherwise in accordance with applicable laws; and (ii) in the
United States to persons that are "qualified institutional buyers"
(as defined in Rule 144A under the Securities Act) ("QIBs") and
that have delivered to the Company and Investec an Investor
Representation Letter substantially in the form provided to it, in
each case, pursuant to an exemption from registration under the
Securities Act. No public offering of the Securities will be made
in the United States or elsewhere.
This announcement has not been approved by the Financial Conduct
Authority (the "FCA") or the London Stock Exchange.
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.
The offer and sale of the Placing Shares in Canada is being made
on a private placement basis only pursuant to an exemption from the
requirement that the Company prepares and files a prospectus under
applicable Canadian securities laws. No prospectus has been or will
be filed with any securities commission or other securities
regulatory authority in any jurisdiction in Canada in connection
with the offer or sale of the Placing Shares. In Canada, this
announcement is only directed at and is only being distributed to
persons in or resident in the Province of Alberta, British
Columbia, Ontario or Quebec purchasing, or deemed to be purchasing,
as principal that are accredited investors as defined in section
1.1 of National Instrument 45-106 Prospectus Exemptions or section
73.3(1) of the Securities Act (Ontario), as applicable, that are
not created or used solely to purchase or hold the Shares as an
accredited investor under NI 45-106, and that are "permitted
clients" as defined section 1.1 of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations (such persons, "Accredited Investors").
Members of the public are not eligible to take part in the
Placing. This announcement is directed at and is only being
distributed to: (a) if in a member state of the European Economic
Area (the "EEA"), qualified investors ("Qualified Investors")
within the meaning of Article 2(e) of the EU Prospectus Regulation;
(b) if in the United Kingdom, 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 ("UK Qualified
Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant
Persons").
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Persons distributing this
announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this announcement
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
The relevant clearances have not been, nor will they be,
obtained from and 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
Placing Shares and the Placing Shares have not been, nor will they
be, registered under or offered in compliance with the securities
laws of any state, province or territory of Australia, Japan or
South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Japan or South Africa or any other jurisdiction in
which such activities would be unlawful.
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 its subsidiaries (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 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, Investec,
Rothschild & Co and 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 or the London Stock Exchange.
Investec Bank plc ("IBP") is authorised by the Prudential
Regulation Authority (the "PRA") and regulated in the United
Kingdom by the PRA and the FCA. Investec Europe Limited (trading as
Investec Europe) ("IEL"), acting as agent on behalf of IBP in
certain jurisdictions in the EEA (IBP and IEL together,
"Investec"), is regulated in Ireland by the Central Bank of
Ireland. Investec is acting exclusively for the Company and no one
else in connection with the Placing, the contents of this
announcement or any other matters described in this announcement.
Investec will not regard any other person as its client in relation
to the Placing, the content of this announcement or any 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 its clients or for providing
advice to any other person in relation to the Placing, the content
of this announcement or any other matters referred to in this
announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA, is acting exclusively
for the Company and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in connection with the subject
matter of this announcement.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Investec, Rothschild & Co nor by any of their respective
affiliates or any person acting on its or 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. 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.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. The contents
of this announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
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 years
would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations
or free cash flow for the Company.
All offers of Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation or the EU 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 Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
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 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, Investec 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements") and/or any equivalent
requirements elsewhere to the extent determined to be applicable,
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements and/or any
equivalent requirements elsewhere to the extent determined to be
applicable) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The EU 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 EU Target Market Assessment, Investec
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
APPIX 1 - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE 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 (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 (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 ( " UK QUALIFIED INVESTORS " ); OR (C) PERSONS TO WHOM
THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS " RELEVANT PERSONS " ).
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN
THE PLACING SHARES.
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,
SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, 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. 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.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, Japan,
Singapore or South Africa 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 Investec Bank plc ( " IBP " ) or
Investec Europe Limited (trading as Investec Europe) ( " IEL " ),
acting on behalf of IBP in certain jurisdictions in the EEA (IBP
and IEL together, " Investec " ) or any of their respective
Affiliates or any respective agents, directors, officers or
employees of any of them (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 and Investec to inform themselves about, and to observe,
any such restrictions.
This Announcement 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 the United States or
any other Restricted Territory or any jurisdiction where such offer
or solicitation is unlawful.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation or the UK Prospectus
Regulation, as applicable, 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 (the "
FSMA " ) does not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other
regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
None of the Company, Investec, Rothschild & Co and any of
their respective Affiliates or its or their respective
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.
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
Investec, Rothschild & Co nor any of their respective
Affiliates or their respective 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.
Investec is acting exclusively for the Company and no-one else
in connection with the Placing and is not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to its clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA, is acting exclusively
for the Company and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in connection with the subject
matter of this announcement.
Persons who are invited to and who choose to participate in the
Placing (and any person acting on such person's behalf) by making
an oral or written offer to subscribe for Placing Shares, including
any individuals, funds or others on whose behalf a commitment to
subscribe for Placing Shares is given (the " Placees " ) will be
deemed (i) to have read and understood this Announcement, including
this Appendix, in its entirety; (ii) to be participating and 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, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges that:
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;
if it is in a member state of the EEA, it is a Qualified
Investor;
if it is in the United Kingdom, it is a UK Qualified
Investor;
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, undertakings,
agreements, acknowledgments and indemnities contained in this
Announcement;
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 Qualified Investors, or persons in the
United Kingdom other than UK Qualified Investors or in
circumstances in which the prior consent of Investec has been given
to each proposed offer or resale; or (ii) where the Placing Shares
have been subscribed for by it on behalf of persons in a member
state of the EEA other than Qualified Investors, or in the United
Kingdom other than UK Qualified Investors, 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;
other than a limited number of " qualified institutional buyers
" ( " QIBs " ) as defined in Rule 144A under the Securities Act ( "
Rule 144A " ) that have delivered to the Company and Investec a US
Investor Letter substantially in the form provided to it, (i) it
and the person(s), if any, for whose account or benefit it is
acquiring the Placing Shares are purchasing the Placing Shares in
an " offshore transaction " as defined in Regulation S; (ii) it 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; and
the Company and Investec will rely upon the truth and accuracy
of, and compliance with, the foregoing representations, warranties,
undertakings, agreements and acknowledgements. Each Placee hereby
agrees with Investec 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 Investec confirms (orally or in writing) to such Placee
its allocation of Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, Investec will today commence the
Bookbuild to determine demand for participation in the Placing by
Placees. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. The book will open with immediate
effect.
Investec 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
Investec is acting as sole bookrunner in connection with the
Placing. Investec is not acting for the Company with respect to the
Retail Offer.
Investec has today entered into an agreement with the Company
(the " Placing Agreement " ) under which, subject to the conditions
set out therein, Investec has agreed, as agent for and on behalf of
the Company, to use its reasonable endeavours to procure Placees
for the Placing Shares at a price of 1150 pence per Placing Share
(the " Placing Price " ) in such number to be determined following
completion of the Bookbuild. The final number of Placing Shares
will be determined by the Company and Investec at the close of the
Bookbuild and will be set out in the executed terms of placing
terms (the " Placing Terms " ). The timing of the closing of the
book, pricing and allocations are at the discretion of the Company
and Investec. Details of the number of Placing Shares and Retail
Shares will be announced as soon as practicable after the close of
the Bookbuild.
Subject to the execution of the Placing Terms and the Placing
Agreement not terminating in accordance with its terms, Investec
has agreed with the Company, in the event of any default by any
Placee in paying the Placing Price in respect of any Placing Shares
allotted to it, to take up such Placing Shares itself at the
Placing Price.
The total number of shares to be issued pursuant to the
Fundraise shall not exceed 3,946,958 Ordinary Shares, representing
approximately 19.99 per cent. of the Company's existing issued
Ordinary Share capital.
The Offer Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after 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
Applications will be made to the Financial Conduct Authority
(the " FCA " ) for admission of the Offer Shares to the premium
listing segment of the Official List of the FCA (the " Official
List " ) and to London Stock Exchange plc (the " London Stock
Exchange " ) for admission of the Offer Shares to trading on its
main market for listed securities (together, " Admission " ). It is
expected that Admission will become effective at 8.00 a.m. on 9
November 2023 or such later time and date (being not later than
8.00 a.m. on 16 November 2023) as Investec and the Company may
agree.
Participation in, and principal terms of, the Placing
1. Investec is arranging the Placing as agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Investec. Investec and its Affiliates are entitled to enter bids in
the Bookbuild as principal.
The results of the Placing and the number of Placing Shares will
be announced on a Regulatory Information Service following the
completion of the Bookbuild (the " Placing Results Announcement "
).
To bid in the Bookbuild, prospective Placees should communicate
their bid by telephone or in writing to their usual sales contact
at Investec . Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Placing
Price. Bids may be scaled down by Investec in its sole
discretion.
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 Investec , 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 Investec . Each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to
Investec , to pay to Investec (or as Investec may direct) as agent
for the Company in cleared funds an amount equal to the product of
the Placing Price and the number of Placing Shares that such Placee
has agreed to subscribe for and the Company has agreed to allot and
issue to that Placee.
The Bookbuild is expected to close no later than 7.00 a.m.
(London time) on 7 November 2023, but may be closed earlier or
later at the discretion of Investec . Investec may, in agreement
with the Company, accept bids that are received after the Bookbuild
has closed.
Each Placee's allocation will be determined by the Company in
consultation with Investec and will be confirmed to Placees orally
or in writing by Investec following the close of the Bookbuild and
a trade confirmation will be dispatched as soon as possible
thereafter. That oral or written confirmation (at Investec's
discretion) to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee) in favour of Investec and the Company, under which such
Placee agrees to subscribe for the number of Placing Shares
allocated to it and to pay the Placing Price for each such Placing
Share on the terms and conditions set out in this Appendix and in
accordance with the Company's constitutional documents.
Investec may, notwithstanding paragraphs 4 and 6 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 bids shall be at the absolute
discretion of Investec . The Company reserves the right (upon
agreement with Investec ) to reduce or seek to increase the amount
to be raised pursuant to the Placing.
The allocation of Placing Shares to Placees located in the
United States shall be conditional on the delivery by each Placee
of a US Investor Letter substantially in the form provided to
it.
Except as required by law or regulation, no press release or
other announcement will be made by Investec 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.
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 " .
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 " .
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 Investec .
By participating in the Placing, each Placee agrees with the
Company and Investec that the exercise or non-exercise by Investec
of any right of termination or other right or other discretion
under the Placing Agreement shall be within the absolute discretion
of Investec or for agreement between the Company and Investec (as
the case may be) and that neither the Company nor Investec need
make any reference to, or consult with, Placees and that none of
the Company, Investec nor any of their respective Affiliates or its
or their respective Representatives shall have any liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise or otherwise.
To the fullest extent permissible by law, neither Investec nor
any of its Affiliates nor any of its or 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, neither Investec nor any of its
Affiliates nor any of its or their respective Representatives shall
have any responsibility or liability (including to the fullest
extent permissible by law, any fiduciary duties) in respect of
Investec 's conduct of the Bookbuild or of such alternative method
of effecting the Placing as Investec and its 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 Investec under the Placing Agreement are
conditional on certain conditions, including, amongst other
things:
(a) the Placing Terms having been executed by the Company and Investec ;
(b) the publication by the Company of the Placing Results
Announcement through a Regulatory Information Service immediately
following the execution of the Placing Terms;
(c) 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 Admission;
(d) each of the warranties given by the Company contained in the
Placing Agreement being true, accurate and not misleading: (i) as
at the date of the Placing Agreement; (ii) as at the time of the
execution of the Placing Terms; and (iii) as at and on Admission,
in each case, as though they had been given and made at such times
and on such dates by reference to the facts and circumstances from
time to time subsisting;
(e) the Company having allotted, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
(f) (i) the Retail Offer Engagement Letter remaining in full
force and effect, not having lapsed or been terminated or amended
in accordance with its terms prior to Admission; (ii) no condition
to which such document is subject having become incapable of
satisfaction and not having been waived prior to Admission; and
(iii) no event having arisen prior to Admission which gives a party
thereto a right to terminate such document;
(g) during the period beginning with the date of the Placing
Agreement and Admission: (i) no Default or Event of Default (as
defined in the RCF) having occurred and being continuing pursuant
to the RCF; (ii) the RCF and the Amendment Agreement remaining in
full force and effect, not having lapsed or been terminated or
amended in accordance with their terms prior to Admission; and
(iii) no condition to which the Amendment Agreement is subject,
save with respect to any condition related to the receipt of the
net proceeds of the Placing, having become incapable of
satisfaction and not having been waived prior to Admission; and
(h) Admission occurring by 8.00am on 9 November 2023 (or such
later time and/or date as Investec and the Company may agree in
writing, being not later than 8.00 a.m. on 16 November 2023),
(all conditions to the obligations of Investec included in the
Placing Agreement being together, the " Conditions " ).
If, at Admission, any of the Conditions are not fulfilled or,
where permitted, waived or extended by Investec in accordance with
the Placing Agreement, 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.
Investec may, at its discretion and upon such terms and
conditions as it thinks fit, waive satisfaction of certain of the
Conditions (save that Conditions (a), (b), (e) and (h) cannot be
waived) or extend the time provided for their satisfaction. Any
such waiver or extension will not affect Placees' commitments as
set out in this Announcement.
Neither Investec nor any of its Affiliates or its 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 Investec. Placees
will have no rights against Investec, 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.
Termination of the Placing Agreement
Investec, in its absolute discretion, may prior to Admission
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, amongst other things:
(a) any statement in any document or announcement issued or
published by or on behalf of the Company in connection with the
Placing is or has become untrue, inaccurate or misleading in any
respect, or any matter has arisen which would, if such document or
announcement had been issued at that time, constitute an inaccuracy
or omission from such document or announcement, save for any
untrue, inaccurate or misleading statement which is not, in the
opinion of Investec (acting in good faith), material;
(b) there has been a breach by the Company of any of its
obligations under the Placing Agreement, save for any
non-compliance which is not, in the opinion of Investec (acting in
good faith), material;
(c) there has been a breach by the Company of any of the
warranties or representations contained in the Placing Agreement or
any of such warranties or representations is not, or ceases to be,
true, accurate and not misleading;
(d) in the opinion of Investec (acting in good faith), there has
been a Material Adverse Change;
(e) upon the occurrence of certain force majeure events; or
(f) if the Company's applications for Admission are withdrawn or
refused by the FCA or the London Stock Exchange (as
appropriate).
If the Placing Agreement is terminated 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.
No prospectus
No prospectus has been or will be prepared or submitted to be
approved by the FCA (or any other authority) in relation to the
Placing or Admission and no such prospectus is required (in
accordance with the UK Prospectus Regulation or otherwise) to be
published in the United Kingdom or any equivalent jurisdiction.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and any Exchange
Information (as defined below) 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 a participation in the Placing, agrees
that the content of this Announcement and the Exchange 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 Investec. Each Placee, by
accepting a participation in the Placing, further confirms to the
Company and Investec 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 Investec or its Affiliates or any other person and
none of the Company, Investec nor any of their respective
Affiliates or its or their respective Representatives 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 in accepting a participation in the Placing. Nothing in
this paragraph shall exclude or limit the liability of any person
for fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to Investec that, between the date of
the Placing Agreement and the date which is 180 calendar days after
the Closing Date, it will not, without the prior written consent of
Investec, enter into certain transactions involving or relating to
the Ordinary Shares, subject to certain customary carve-outs agreed
between Investec and the Company.
By participating in the Placing, Placees agree that the exercise
by Investec of any power to grant consent to waive the
aforementioned undertaking by the Company shall be within the
absolute discretion of Investec and that it need not make any
reference to, or consult with, Placees and that it 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:
SG9999003735) following Admission will take place within the CREST
system, subject to certain exceptions. The Company and Investec
reserve the right to require settlement for, and delivery of,
Depositary Interests representing the Placing Shares or 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 Investec or as otherwise as Investec may
direct.
The Company will deliver Depositary Interests representing the
Placing Shares to a CREST account operated by Investec as agent for
and on behalf of the Company and Investec will enter its delivery
(DEL) instruction into the CREST system. Investec will hold any
Depositary Interests representing 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 Depositary Interests representing Placing Shares to
that Placee against payment.
It is expected that settlement will be on 9 November 2023 on a
T+2 basis and on a delivery versus payment basis in accordance with
the instructions given to Investec.
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
Investec.
Each Placee agrees that, if it does not comply with these
obligations, the relevant Placee shall be deemed hereby to have
irrevocably and unconditionally appointed Investec, or any nominee
of Investec as its agent to use its reasonable endeavours to sell
any or all of the Placing Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds an amount equal to the
aggregate amount owed by the Placee plus any interest due thereon.
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 Investec all such authorities and powers
necessary to carry out any such transaction and agrees to ratify
and confirm all actions which Investec lawfully takes on such
Placee's behalf. Each Placee agrees that Investec's rights and
benefits under this paragraph may be assigned in Investec's
discretion.
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 Investec 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 (for itself and for any
person on behalf of which it is acting) with Investec (in its
capacity as bookrunner and as placing agent 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 Admission, the
Bookbuild, the Placing, the Company, the Placing Shares or
otherwise;
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, Admission or the Placing Shares;
(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;
neither Investec nor the Company nor any of their respective
Affiliates or its 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
Investec , the Company, any of their respective Affiliates or its
or their respective Representatives or any person acting on behalf
of any of them to provide it with any such material or
information;
unless otherwise specifically agreed with Investec , it and any
person on behalf of which 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;
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 the United States or any other
Restricted Territory and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions or in any country or
jurisdiction where any such action for that purpose is
required;
the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company and that neither
Investec nor any of its Affiliates or its or their respective
Representatives nor any person acting on behalf of any of them has
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 this Announcement
or the Exchange Information, nor 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. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
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, that it has 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
Investec or the Company or any of their respective Affiliates or
its or their respective Representatives or any person acting on
behalf of any of them and neither Investec nor the Company nor any
of their respective Affiliates or its or their respective
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;
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;
it has not relied on any information relating to the Company
contained in any research reports prepared by Investec , any of its
Affiliates or any person acting on its or their behalf and
understands that: (i) neither Investec nor any of its Affiliates
nor any person acting on its or their behalf has or shall have any
responsibility or liability for: (x) public information or any
representation; or (y) any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this Announcement or otherwise; and
(ii) neither Investec nor any of its Affiliates nor any person
acting on its or their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of
this Announcement or otherwise;
(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;
that no action has been or will be taken by the Company,
Investec or any person acting on behalf of the Company or Investec
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;
(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 Investec , the Company or any of their
respective Affiliates or its or their respective 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;
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;
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, the FCA's SYSC 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, Investec has not received such
satisfactory evidence, Investec may, in its absolute discretion,
terminate the Placee's Placing participation in which event all
funds delivered by the Placee to Investec will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
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 Investec 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;
it is a Relevant Person and 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;
it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
if it is in a member state of the EEA, it is a Qualified
Investor;
if it is in the United Kingdom, it is a UK Qualified
Investor;
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 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
Qualified Investors, or persons in the United Kingdom other than UK
Qualified Investors or in circumstances in which the prior consent
of Investec has 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 UK
Qualified Investors, 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;
it understands, and each account it represents has been advised
that, (i) the Placing Shares have not been and will not be
registered under the Securities Act or under the applicable
securities laws of any state or other jurisdiction of the United
States; and (ii) no representation has been made as to the
availability of any exemption under the Securities Act or any
relevant state or other jurisdiction's securities laws for the
reoffer, resale, pledge or transfer of the Placing Shares;
it and the prospective beneficial owner of the Placing Shares
is, and at the time the Placing Shares are subscribed for will be
either: (i) outside the United States and subscribing for the
Placing Shares in an " offshore transaction " as defined in, and in
accordance with, Regulation S under the Securities Act or (ii) a
QIB which has duly executed and delivered to Investec or its
Affiliates a US Investor Letter substantially in the form provided
to it;
it is acquiring the Placing Shares for investment purposes and
is not acquiring the Placing Shares with a view to, or for offer
and sale in connection with, any distribution thereof (within the
meaning of the Securities Act) that would be in violation of the
securities laws of the United States or any state thereof;
it understands, and each account it represents has been advised
that (a) no prospectus has been filed with any securities
commission or similar regulatory authority in Canada in connection
with the offer and sale of the Placing Shares and (b) no securities
commission or similar regulatory authority in Canada has reviewed
or in any way passed upon any offering document or on the merits of
the Placing Shares and any representation to the contrary is an
offence;
if it is in, resident in or subject to the securities laws of
any province or territory of Canada, it, or each account it
represents, is purchasing, or deemed to be purchasing, as principal
and is an accredited investor, as defined in National Instrument
45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), that is a permitted client, as defined in
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations and is not created or used
solely to purchase or hold securities as an accredited investor
described in paragraph (m) of the definition of " accredited
investor " ;
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;
where it is subscribe 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;
if it is a pension fund or investment company, its subscription
for Placing Shares is in full compliance with applicable laws and
regulations;
it has not offered or sold and, prior to the expiry of a period
of six months from Admission, will not offer or sell any Placing
Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them 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;
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 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;
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;
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;
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;
(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 or Depositary Interests
representing such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other persons or sold as Investec
(or its assignee) 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;
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 Investec 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;
neither Investec nor any of its Affiliates or its or their
respective 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
Investec and Investec does not have any duties or responsibilities
to it for providing the protections afforded to its clients or
customers or for providing advice in relation to the 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 Investec 's rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
the exercise by Investec of any right or discretion under the
Placing Agreement shall be within the absolute discretion of
Investec 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 Investec , 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;
the person whom it specifies for registration as holder of the
Placing Shares will be (i) itself; or (ii) its nominee, as the case
may be. Neither Investec , 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, Investec and
their respective Affiliates and its and their respective
Representatives in respect of the same on an after-tax basis on the
basis that the Depositary Interests representing the Placing Shares
will be allotted to the CREST stock account of Investec who will
hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
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 Investec 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;
each of the Company, Investec and their respective Affiliates,
its and their respective Representatives 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 Investec on its own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises Investec
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;
it will indemnify on an after-tax-basis and hold the Company,
Investec and their respective Affiliates and its and their
respective 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;
it irrevocably appoints any director or authorised signatory of
Investec 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;
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 Investec 's conduct of the Placing;
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 subscribe 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 Investec ;
(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
Investec , any of its Affiliates or its 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;
neither the Company nor Investec 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;
in connection with the Placing, Investec 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 Investec or any of its Affiliates
acting in such capacity. In addition, Investec or any of its
Affiliates may enter into financing arrangements and swaps with
investors in connection with which Investec or any of its
Affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. Neither
Investec nor any of its Affiliates intends to disclose the extent
of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so; and
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 Investec . Investec
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, confirmations, undertakings,
representations, warranties and agreements are given for the
benefit of each of the Company and Investec (for their own benefit
and, where relevant, the benefit of their respective Affiliates,
Representatives and any person acting on its or their behalf) and
are irrevocable.
Miscellaneous
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 Investec 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 Investec is 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); (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 Investec 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, Investec or their respective
Affiliates or its or their respective Representatives pursuant to
this Announcement where the payment (or any part thereof) is
chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account
any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount)) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that Investec 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 Investec 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 Investec any money held in an account with Investec
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 Investec's money in
accordance with the client money rules and will be used by Investec
in the course of its own business; and the Placee will rank only as
a general creditor of Investec.
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 Investec.
The rights and remedies of Investec 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
Investec: (a) if they are an individual, their nationality; or (b)
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. Investec 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:
" Admission " means admission of the 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;
" 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;
---------------------------------------------------------
" Amendment Agreement means the amendment agreement dated on or around
" the date of this Announcement signed by the Company
and HSBC Bank plc as agent for the lenders under
the RCF agreeing, among other matters, to certain
amendments to covenants relating to the interest
cover ratio and the leverage ratio contained
in the RCF;
---------------------------------------------------------
" Announcement means this announcement (including its Appendices);
"
---------------------------------------------------------
" Bookbuild " means the bookbuilding process to be commenced
by Investec 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;
---------------------------------------------------------
" Closing Date means the day on which the transactions effected
" in connection with the Fundraise will be settled;
---------------------------------------------------------
" Company " means XP Power Limited of 19 Tai Seng Avenue,
#07-01, Singapore 534054;
---------------------------------------------------------
" Conditions " has the meaning given to it in Appendix 1 to
this Announcement;
---------------------------------------------------------
" 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;
---------------------------------------------------------
" Depositary " means Link Group of Central Square, 29 Wellington
Street, Leeds, LS1 4DL;
---------------------------------------------------------
" Depositary Interests means the dematerialised depositary interests
" issued or to be issued by the Depositary in respect
of and representing Ordinary Shares on a one-for-one
basis;
---------------------------------------------------------
" EU Prospectus means Regulation (EU) 2017/1129;
Regulation "
---------------------------------------------------------
" Euroclear " means Euroclear UK & International Limited, a
company incorporated under the laws of England
and Wales;
---------------------------------------------------------
" EUWA " means the European Union (Withdrawal) Act 2018;
---------------------------------------------------------
" Exchange Information has the meaning given to it in Appendix 1 to
" this Announcement;
---------------------------------------------------------
" FCA " means the UK Financial Conduct Authority;
---------------------------------------------------------
" FSMA " means the Financial Services and Markets Act
2000 (as amended);
---------------------------------------------------------
"Funding Plan" Together the management actions, amendments to
the Group's borrowing facility and proposed Fundraise;
---------------------------------------------------------
" Fundraise " means the Placing and the Retail Offer;
---------------------------------------------------------
" Group " means the Company and its subsidiary undertakings;
---------------------------------------------------------
" Listing Rules means the rules and regulations made by the FCA
" under the FSMA;
---------------------------------------------------------
" London Stock means London Stock Exchange plc;
Exchange "
---------------------------------------------------------
" Material Adverse has the meaning given to such term in the Placing
Change " Agreement;
---------------------------------------------------------
" Offer Shares means the Placing Shares and the Retail Shares;
"
---------------------------------------------------------
" Order " means the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005;
---------------------------------------------------------
" Ordinary Share means an ordinary share of one pence each in
" the capital of the Company;
---------------------------------------------------------
" Placee " means any person (including individuals, funds
or otherwise) by whom or on whose behalf a commitment
to acquire Placing Shares is given;
---------------------------------------------------------
" Placing " means the placing to take place by way of the
Bookbuild for which Investec have been appointed
as sole bookrunner;
---------------------------------------------------------
" Placing Agreement has the meaning given to it in Appendix 1 to
" this Announcement;
---------------------------------------------------------
" Placing Price means 1150 pence per Offer Share;
"
---------------------------------------------------------
" Placing Results means the announcement (if any) to be published
Announcement " by the Company 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
" for by the Placees under the Placing;
---------------------------------------------------------
" Placing Terms has the meaning given to it in Appendix 1 to
" this Announcement;
---------------------------------------------------------
" PRA " means the UK Prudential Regulation Authority;
---------------------------------------------------------
" QIB " means a " qualified institutional buyer " as
defined in Rule 144A of the Securities Act;
---------------------------------------------------------
" Qualified Investors mean persons who are qualified investors within
" the meaning of Article 2(e) of the EU Prospectus
Regulation;
---------------------------------------------------------
" RCF " means the agreement originally dated 27 September
2017 (as amended and/or restated prior to the
date of the Placing Agreement) between, among
others, the Company and HSBC Bank plc as facility
agent;
---------------------------------------------------------
" Regulation S means Regulation S promulgated under the Securities
" Act;
---------------------------------------------------------
" Regulatory Information means any of the services set out in Appendix
Service " 3 of the Listing Rules;
---------------------------------------------------------
" Relevant Persons mean (i) Qualified Investors; (ii) UK Qualified
" Investors; or (iii) persons to whom this Announcement
may otherwise be lawfully communicated;
---------------------------------------------------------
" Representative has the meaning given to it in Appendix 1 to
" this Announcement;
---------------------------------------------------------
" Restricted Territory means the United States, Australia, Canada, Japan,
" Singapore, South Africa or any jurisdiction in
which the release, publication or distribution
of this Announcement is unlawful;
---------------------------------------------------------
" Retail Offer means the offer of Ordinary Shares being made
" by the Company on the PrimaryBid platform;
---------------------------------------------------------
" Retail Offer means the engagement letter entered into by the
Engagement Letter Company and PrimaryBid Limited relating to the
" Retail Offer;
---------------------------------------------------------
" Retail Shares means the Ordinary Shares subscribed for pursuant
" to the Retail Offer;
---------------------------------------------------------
" Securities Act means the U.S. Securities Act of 1933, as amended;
"
---------------------------------------------------------
" subsidiary " each have the meaning given to that term in the
or " subsidiary Companies Act 2006;
undertaking "
---------------------------------------------------------
" UK Market Abuse means Regulation (EU) 596/2014 as it forms part
Regulation " 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 means the EU Prospectus Regulation as it forms
Regulation " part of UK domestic law by virtue of the EUWA;
---------------------------------------------------------
" UK Qualified mean persons who are qualified investors within
Investors " the meaning of Article 2(e) of the UK Prospectus
Regulation who are: (i) persons who fall within
the definition of " investment professional "
in Article 19(5) of the Order; or (ii) persons
who fall within Article 49(2)(a) to (d) ( " High
net worth companies, unincorporated associations,
etc. " ) of the Order;
---------------------------------------------------------
" uncertificated means in respect of a share or other security,
" or " in uncertificated where that share or other security is recorded
form " on the relevant register of the share or security
concerned as being held in uncertificated form
in CREST and title to which may be transferred
by means of CREST;
---------------------------------------------------------
" United Kingdom means the United Kingdom of Great Britain and
" or " UK " Northern Ireland; and
---------------------------------------------------------
" US Investor means the letter in the form provided by Investec.
Letter "
---------------------------------------------------------
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.
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END
MSCFSDFMMEDSEDF
(END) Dow Jones Newswires
November 06, 2023 11:35 ET (16:35 GMT)
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