TIDMAML
RNS Number : 7914H
Aston Martin Lagonda Glob.Hldgs PLC
31 July 2023
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT (INCLUDING THE APPICES) IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
31 July 2023
Aston Martin Lagonda Global Holdings plc
("Aston Martin ", the "Company" or the "Group")
c.GBP210m share placing to accelerate net leverage reduction and
support longer term growth
-- c.GBP210m placing to facilitate the early redemption of the
Group's existing second lien split coupon notes, due 2026, as well
as supporting capital investments related to the Company's
electrification strategy
-- Building on the Company's improved financial position,
including c.GBP460 million of liquidity at the end of H1 2023, the
proceeds from the proposed placing will further deleverage the
balance sheet, while providing further momentum to Aston Martin in
delivering its 2024/25 financial targets
-- Proposed transaction provides the Company with an accelerated
pathway to achieving a net leverage ratio towards c.1.0x in 2024/25
and becoming free cash flow positive from 2024, supported by a
significant interest cost reduction, as well as achieving a net
leverage ratio of below 1.0x in 2027/28
-- Existing strategic shareholders, who are represented on the
Aston Martin board, have committed to subscribe for up to
GBP184m
Proposed Share Placing
Building on its improved financial position, Aston Martin today
announces its intention to undertake a share placing, providing
gross proceeds of approximately GBP210 million through a
non-pre-emptive issue of new Ordinary Shares of GBP0.10 each
("Ordinary Shares") (the "Placing") to institutional investors. The
proceeds from the Placing would allow the Company to further
deleverage its balance sheet, as well as providing an accelerated
pathway towards achieving its net leverage ratio targets and
becoming free cash flow positive from 2024, supported by a
significant interest cost reduction. In addition to the Company's
overall liquidity of c. GBP460 million at the end of H1 2023, the
proceeds would also support capital investments related to the
Company's electrification strategy, consistent with its plans to
invest c. GBP2 billion over the next five years (2023-2027).
In addition, the Company intends to undertake a concurrent
separate retail offer of new Ordinary Shares on the PrimaryBid
platform (the "Retail Offer") and certain directors of the Company
have agreed to subscribe for new Ordinary Shares for an aggregate
amount of approximately GBP1.5 million (the "Director
Subscription", together with the Placing and the Retail Offer, the
"Share Offering"), in each case at the Placing Price (as defined
below).
The Company has received irrevocable undertakings to subscribe
for approximately GBP115 million of the Placing, comprising:
-- Yew Tree Overseas Limited ("Yew Tree") to irrevocably
subscribe for GBP44 million on behalf of itself and other members
of the Yew Tree Consortium (comprising Saint James Invest SA,
J.C.B. Research, RRRR Investments LLC, FrancInvest Holding
Corporation, John Idol, Omega Funds I Limited, ErsteAM Ltd and now
also BDI Invest L.P.)
-- Public Investment Fund to irrevocably subscribe for GBP37 million
-- Geely International (Hong Kong) Ltd to irrevocably subscribe for GBP15 million
-- Mercedes-Benz AG to irrevocably subscribe for GBP19 million
The remaining approximately GBP95m of the Placing will be made
available to institutional investors via an accelerated bookbuild
(the "Bookbuilding Process").
In addition to irrevocably subscribing for GBP44 million (being
its pro rata share of the Placing), Yew Tree has also agreed to
subscribe for up to a further GBP69 million in the Placing, on
behalf of itself and certain other members of the Yew Tree
Consortium, to the extent that such Ordinary Shares are not placed
as part of the Placing.
The Bookbuilding Process will be launched immediately following
this announcement. The Placing is subject to the terms and
conditions set out in Appendix 1 to this announcement.
The Board supports the Pre-Emption Group guidance that
encourages companies to consider the inclusion of retail
shareholders when issuing shares non-pre-emptively and,
accordingly, the Board determined to offer retail shareholders an
opportunity to participate in the Share Offering.
The Retail Offer is not subject to the terms and conditions set
out in Appendix 1 to this announcement and instead a separate
announcement will be made regarding the Retail Offer and its terms
and the new Ordinary Shares issued pursuant to the Retail Offer
(the "Retail Offer Shares").
Ahmed Al-Subaey and Franz Reiner, each a member of the Board of
Directors of the Company, have agreed to subscribe for GBP1.5
million and GBP50,000 respectively through the Director
Subscription.
Reasons for the Share Offering
The net proceeds of the Share Offering will be used by the
Company to facilitate the early redemption of the Group's existing
second lien split coupon notes, due 2026, by early November 2023 as
well as supporting ongoing capital investments related to the
Company's electrification strategy. The early redemption of the
second lien notes by early November 2023 will enable the Company to
operate with increased financial flexibility and improve free cash
flow generation by reducing its interest costs, contributing to the
delivery of sustainable free cash flow.
As part of its Capital Markets Day held in June 2023, Aston
Martin confirmed that it remains on track to deliver its 2024/25
financial targets, originally provided in 2020, which aimed to
deliver c.GBP2 billion in revenue and c.GBP500 million of adjusted
EBITDA by 2024/25. The Company expects to substantially achieve
these financial targets in 2024 and, with continued strong
momentum, is likely to exceed them in 2025.
The proposed Share Offering will provide further momentum to the
Company in delivering these 2024/25 financial targets with an
accelerated pathway to achieving a net leverage ratio towards
c.1.0x in 2024/25 and becoming free cash flow positive from 2024,
supported by a significant interest cost reduction, as well as
achieving a net leverage ratio of below 1.0x in 2027/28.
Aston Martin also provided new mid-term financial targets for
2027/28 consisting of:
-- Revenue of c. GBP2.5 billion
-- Gross margin in the mid 40s%
-- Adjusted EBITDA of c. GBP800 million
-- Adjusted EBITDA margin of c. 30%
-- Free cash flow to be sustainably positive
-- Net leverage ratio of c. 1.0x (updated to below 1.0x following the proposed placing)
Aligned with this framework, the Company expect to invest c.
GBP2 billion over the next five years (2023-2027) as it invests in
its long-term growth and the transition to electrification. The
Share Offering will provide Aston Martin with additional capital to
deliver these plans.
The Board's unanimous view is that the Share Offering, which
follows strong engagement with shareholders following the Company's
half year results, is in the best interests of shareholders, as
well as wider stakeholders in Aston Martin.
Lawrence Stroll, Executive Chairman of Aston Martin , said:
"From a position of strength, including our recently announced H1
results and the tremendous demand we have seen for our new core and
special models, this proposed transaction builds on the actions we
have taken to deliver shareholder value. The share offering will
allow us to redeem our most expensive debt, accelerate the pathway
we have been on to deleverage our balance sheet and become
sustainably free cash flow positive.
"I would like to thank my fellow investors in the Yew Tree
Consortium and our strategic partners for their unequivocal support
and their shared confidence in our long-term future and
direction."
Details of the Placing
Barclays Bank PLC, acting through its investment bank
("Barclays") and J.P. Morgan Securities plc, which conducts its UK
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove") are acting as joint global co-ordinators and joint
bookrunners (the "Banks") in connection with the Placing.
The Banks will commence the Bookbuilding Process immediately
following the release of this announcement in respect of the
Placing and may close the Bookbuilding Process at any time
thereafter. The price at which the Placing Shares are to be placed
(the "Placing Price") will be determined following the close of the
Bookbuilding Process by agreement between the Company and the
Banks.
The timing of the closing of the book, pricing and allocations
are at the absolute discretion of the Banks and the Company. The
Placing Price, the number of Placing Shares to be placed, the
number of Retail Offer Shares to be issued and the number of
Director Subscriptions Shares (as defined below) to be subscribed
at the Placing Price will be announced as soon as practicable after
the close of the Bookbuilding Process.
The Placing is subject to the terms and conditions set out in
Appendix 1 to this announcement.
The new Ordinary Shares to be subscribed for in the Director
Subscription (the "Director Subscriptions Shares") will be
subscribed for at the Placing Price and on the basis agreed
pursuant to subscription letters with the Company, rather than
pursuant to the terms and conditions of the Placing set out in
Appendix 1 to this announcement. Members of the public are not
entitled to participate in the Placing or the Director
Subscription. The Retail Offer is not made subject to the terms and
conditions set out in Appendix 1 to this announcement, and instead
will be made on the terms outlined in a separate announcement to be
made shortly. The Retail Offer and Director Subscription are
conditional on the Placing, but the Placing is not conditional on
the Retail Offer or the Director Subscription.
The Placing Shares, Retail Offer Shares and Director
Subscriptions Shares (together, the "Offering Shares"), when
issued, will be fully paid and will rank pari passu in all respects
with each other and with the existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid after the date of issue.
Applications have been made for the Offering Shares to be
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the main
market for listed securities of the London Stock Exchange plc (the
"London Stock Exchange") (together "Admission"). It is expected
that settlement for the Offering Shares and Admission will take
place at or around 8.00 a.m. (London time) on 3(rd) August
2023.
The Placing is conditional upon, among other things, Admission
becoming effective. The Placing is also conditional upon the
placing agreement between the Company and the Banks (the "Placing
Agreement") not being terminated in accordance with its terms. The
Appendix to this announcement sets out further information relating
to the terms and conditions of the Placing.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation EU 596/2016 as it forms
part of UK law by virtue of the European Union (Withdrawal) Act
2018. The person responsible for releasing this announcement on
behalf of Aston Martin Lagonda Global Holdings plc is Liz Miles,
Company Secretary.
Enquiries
Investors and Analysts
Sherief Bakr Director of Investor Relations +44 (0)7789 177547
sherief.bakr@astonmartin.com
Media
Kevin Watters Director of Communications +44 (0)7764 386683
kevin.watters@astonmartin.com
Paul Garbett Head of Corporate & Brand +44 (0)7501 380799
Communications paul.garbett@astonmartin.com
Barclays (Joint Global Coordinator,
Joint Bookrunner and Corporate Broker)
Enrico Chiapparoli
Alastair Blackman
Jon Bone
Dominic Harper +44 (0) 20 7623 2323
J.P. Morgan Cazenove (Joint Global
Coordinator, Joint Bookrunner and Corporate
Broker)
Robert Constant
James A. Kelly
Will Holyoak
Charles Oakes +44 (0)20 7742 4000
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
IMPORTANT NOTICES
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement. Unless otherwise
stated, defined terms in this Announcement have the meanings
ascribed to them in Appendix 2.
No action has been taken by the Company, Barclays, J.P. Morgan
Cazenove or any of their respective Affiliates, agents, directors,
officers or employees, or any person acting on its or their behalf,
that would permit an offer of the Offering Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Offering Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and each of the Banks to inform themselves about and to
observe any such restrictions.
No prospectus, offering memorandum, offering document, admission
document or other offering material has been or will be made
available in connection with the matters contained in this
Announcement and no such document is required (in accordance with
Prospectus Regulation (EU) 2017/1129) (the "Prospectus Regulation")
or the Prospectus Regulation as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended and
supplemented (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.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa or Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares or Director Subscriptions
Shares is being made in any such jurisdiction. Any failure to
comply with this restriction may constitute a violation of the
securities laws of such jurisdictions.
Members of the public are not eligible to take part in the
Placing. The Placing and this Announcement are directed only at
persons whose ordinary activities involve them in acquiring,
holding, managing and disposing of investments (as principal or
agent) for the purposes of their business and who have professional
experience in matters relating to investments and are: (i) if in a
member state of the European Economic Area (the "EEA"), "qualified
investors" within the meaning of article 2(e) of the Prospectus
Regulation ("Qualified Investors"); or (ii) if in the United
Kingdom, "qualified investors" within the meaning of article 2(e)
of the UK Prospectus Regulation who are also (a) 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 amended (the "Order"), or (b) persons who
fall within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Order, or (c) other
persons to whom it may otherwise be lawfully communicated (all such
persons referred to in (a), (b) and (c) together being referred to
as "Relevant Persons"). Any investment or investment activity to
which this Announcement relates is available only (i) in any member
state of the EEA, to Qualified Investors; and (ii) in the United
Kingdom, to Relevant Persons, and will only be engaged in with such
persons. This Announcement must not be acted on or relied on (i) in
any member state of the EEA, by persons who are not Qualified
Investors; and (ii) in the United Kingdom, by persons who are not
Relevant Persons.
The securities referred to herein have not been and will not be
registered under the US Securities Act 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold directly or indirectly in or into the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any other
jurisdiction of the United States. The Placing Shares are, subject
to certain exceptions, being offered and sold: (A) outside the
United States in accordance with Regulation S under the Securities
Act; and (B) inside the United States only to persons reasonably
believed to be "qualified institutional buyers" (as defined in Rule
144A of the Securities Act) in transactions not involving any
public offering within the meaning of Section 4(a)(2) of the
Securities Act pursuant to an exemption from the registration
requirements of the Securities Act. No public offering of
securities is being made in the United States. No money, securities
or other consideration from any person inside the United States is
being solicited and, if sent in response to the information
contained in this Announcement, will not be accepted.
No prospectus has been or will be filed with the securities
commission of any province or territory of Canada; no prospectus
has been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the
Republic of South Africa in relation to the Offering Shares and the
Offering Shares have not been, nor will they be, registered or
qualified for distribution under the securities laws of any state,
province or territory of Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the Offering Shares may not be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, the Republic of South Africa, or Japan or
any other jurisdiction in which such activities would be unlawful,
unless an exemption under the relevant securities laws is
applicable.
By participating in the Bookbuilding Process 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 subscribe for Placing Shares will be deemed to
have read and understood this Announcement (including the
Appendices) in its entirety, to be participating, making an offer
and subscribing for Placing Shares on the terms and conditions
contained in the Appendices to this Announcement and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendices to
this Announcement.
NOTICE TO CANADIAN INVESTORS
The Placing Shares may be sold only to purchasers purchasing, or
deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario),
as applicable, and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. The Company is not, and has no intention of
becoming, a "reporting issuer", as such term is defined under
Canadian securities laws, in any province or territory of Canada.
Any resale of the Placing Shares must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
The offering of the Placing Shares may be made on a private
placement basis in the provinces of Ontario, Québec, British
Columbia, Alberta and Manitoba, and is exempt from the requirement
that the Company prepare and file a prospectus with the relevant
securities regulatory authorities in Canada. No offer of securities
is made pursuant to this Announcement in Canada except to a person
who has represented to the Company and the Banks that such person:
(i) is purchasing as principal, or is deemed to be purchasing as
principal in accordance with applicable Canadian securities laws,
for investment only and not with a view to resale or distribution;
(ii) is an "accredited investor" as such term is defined in section
1.1 of National Instrument 45-106 Prospectus Exemptions or, in
Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario); and (iii) is a "permitted client" as such
term is defined in section 1.1 of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Placing Shares acquired by a
Canadian investor in this offering must be made in accordance with
applicable Canadian securities laws, which may vary depending on
the relevant jurisdiction, and which may require resales to be made
in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, cashflows, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
and (ii) business and management strategies and the expansion and
growth of the Company's operations. Such forward-looking statements
involve risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions, some of
which are outside of the Company's influence and/or control. Many
factors could cause actual results, performance or achievements to
differ materially from those projected or implied in any
forward-looking statements. The important factors that could cause
the Company's actual results, performance or achievements to differ
materially from those in the forward-looking statements include,
among others, economic and business cycles, the terms and
conditions of the Company's financing arrangements, foreign
currency rate fluctuations, competition in the Company's principal
markets, acquisitions or disposals of businesses or assets and
trends in the Company's principal industries. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date hereof. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements
in this Announcement may not occur. The forward-looking statements
contained in this Announcement speak only as of the date of this
Announcement. The Company, its Directors, Barclays, J.P. Morgan
Cazenove 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 Listing Rules, FSMA, UK MAR, the DTRs, the rules of
the London Stock Exchange or the FCA.
Barclays and J.P. Morgan Cazenove are each authorised by the
Prudential Regulation Authority (the "PRA") and regulated in the
United Kingdom by the PRA and FCA. Each of Barclays and J.P. Morgan
Cazenove is acting exclusively for the Company and no one else in
connection with the Placing, the content of this Announcement and
any other matter described in this Announcement. Barclays and J.P.
Morgan Cazenove will not regard any other person as their
respective clients in relation to the Placing, the content of this
Announcement and 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 their
respective clients or for providing advice to any other person in
relation to the Placing, the content of this Announcement or any
other matters referred to in this Announcement. The Banks are not
acting for the Company with respect to the Retail Offer or the
Director Subscription and will have no responsibilities, duties or
liabilities, whether direct or indirect, whether arising in tort,
contract or otherwise in connection with the Retail Offer or the
Director Subscription or to any person in connection with the
Retail Offer or the Director Subscription.
In connection with the Placing, each of the Banks and any of
their Affiliates, acting as investors for their own account or for
the account of their clients, may take up a portion of the Placing
Shares as a principal position and in that capacity may retain,
purchase, sell, offer to sell for their own accounts or for the
accounts of their clients such shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered,
acquired, subscribed for, placed or otherwise dealt in should be
read as including any issue or offer to, or acquisition, placing or
dealing by, each of the Banks and any of their Affiliates acting in
such capacity. In addition, each of the Banks and any of their
Affiliates may enter into financing arrangements (including swaps,
warrants or contracts for differences) with investors in connection
with which each of the Banks and any of their respective Affiliates
may from time to time acquire, hold or dispose of securities of the
Company. Neither of the Banks intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
Each of the Banks and their respective Affiliates may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its Affiliates for which they would have received customary
fees and commissions. Each of the Banks and their respective
Affiliates may provide such services to the Company and/or its
Affiliates in the future.
This Announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
Announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this Announcement or on its accuracy or completeness. The
information in this Announcement is subject to change. 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 Barclays or J.P. Morgan Cazenove or by any of
their respective Affiliates or agents, 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 options with respect to the Placing. 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 Placing Shares. Past performance is no guide
to future performance. The contents of this Announcement are not to
be construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Any indication in this Announcement of the price at which
securities (including the Ordinary Shares) have been bought or sold
in the past cannot be relied upon as a guide to future performance.
No statement in this Announcement is intended as a profit forecast
or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or
income, cash flow from operations or free cash flow for the
Company, as appropriate, for the current or future years would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
The Offering Shares to be issued or sold pursuant to the Share
Offering will not be admitted to trading on any stock exchange
other than the London Stock Exchange.
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.
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 Rules") 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 UK Product Governance Rules) 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 Chapter 3
of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and
(ii) eligible for distribution through all permitted distribution
channels (the "UK Target Market Assessment"). Notwithstanding the
UK 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 UK 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 UK Target Market
Assessment, the Banks will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; 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.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "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, the Banks 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.
Appendix 1
Terms and Conditions of the Placing for invited placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION
PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (THE "EEA") PERSONS WHO ARE QUALIFIED
INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129
(THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
"QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2 (E) OF THE
PROSPECTUS REGULATION AS IT FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED AND SUPPLEMENTED (THE
"UK PROSPECTUS REGULATION") WHO ARE ALSO (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"), (II) PERSONS WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) OTHER
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (I), (II) AND (III) ABOVE TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY (I)
IN ANY MEMBER STATE OF THE EEA, TO QUALIFIED INVESTORS; AND (II) IN
THE UNITED KINGDOM, TO RELEVANT PERSONS, AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR
RELIED ON (I) IN ANY MEMBER OF STATE OF THE EEA, BY PERSONS WHO ARE
NOT QUALIFIED INVESTORS; AND (II) IN THE UNITED KINGDOM, BY PERSONS
WHO ARE NOT RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF, OR THE
SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR,
ANY SECURITIES IN THE COMPANY.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. 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 PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN
UP, EXERCISED, RESOLD, RENOUNCED, DELIVERED OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS,
THE PLACING IS BEING MADE: (A) OUTSIDE THE UNITED STATES IN
OFFSHORE TRANSACTIONS WITHIN THE MEANING OF, AND IN RELIANCE ON,
REGULATION S UNDER THE SECURITIES ACT; AND (B) INSIDE THE UNITED
STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE QUALIFIED
INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A OF THE SECURITIES
ACT) IN TRANSACTIONS NOT INVOLVING ANY "PUBLIC OFFERING" WITHIN THE
MEANING OF SECTION 4(a)(2) OF THE SECURITIES ACT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT
IS BEING MADE IN THE UNITED STATES, ANY RESTRICTED TERRITORY OR
ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States, any Restricted Territory (as defined
below) or in any jurisdiction where such offer or solicitation is
unlawful. No public offering of securities will be made in
connection with the Placing in the United States, any other
Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, the Republic of
South Africa or Japan or any other jurisdiction in which such
publication, release or distribution would be unlawful (each a
"Restricted Territory") or in any jurisdiction in which such
publication or distribution is unlawful. The distribution of this
Announcement and the Placing and/or the offer or sale of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Barclays Bank PLC
("Barclays") or J.P. Morgan Securities plc, which conducts its UK
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove", and together with Barclays, the "Banks") or any of its
or their respective Affiliates or agents, or any person acting on
its or their behalf, which would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any such action.
Persons into whose possession this Announcement comes are required
by the Company and the Banks to inform themselves about, and to
observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
State securities commission or any other regulatory authority in
the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
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 either
Bank or any of its or their respective Affiliates or agents, 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
party or its advisers, and any liability therefore is expressly
disclaimed.
The Banks are acting exclusively for the Company and no one else
in connection with the Placing and are not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to their clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement.
None of the Company or the Banks or its or their respective
Affiliates or agents, or any person acting on its or their behalf,
makes any representation or warranty, express or implied to any
Placees regarding any investment in the securities referred to in
this Announcement under the laws applicable to such Placees. Each
Placee should consult its own advisers as to the legal, tax,
business, financial and related aspects of an investment in the
Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
subscribe for Placing Shares has been given will (i) be deemed to
have read and understood this Announcement, in its entirety; and
(ii) be making such offer and subscribing for Placing Shares on the
Terms and Conditions contained in this Appendix, including being
deemed to be providing (and shall only be permitted to participate
in the Placing on the basis that they have provided) the
representations, warranties, acknowledgements and undertakings set
out herein.
In particular each such Placee represents, warrants and
acknowledges that:
(a) if it is in a member state of the EEA, it is a Qualified
Investor 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;
(b) if it is in the United Kingdom, it is a Relevant Person and
undertakes that it will subscribe for, hold, manage or dispose of
any Placing Shares that are allocated to it for the purposes of its
business;
(c) it is and, at the time the Placing Shares are subscribed
for, will be, subject to certain exceptions: (i) outside the United
States and is acquiring the Placing Shares in an "offshore
transaction" in accordance with Rule 903 or Rule 904 of Regulation
S under the Securities Act ("Regulation S"); or (ii) (a) a
"qualified institutional buyer" (as defined in Rule 144A under the
Securities Act) ("QIB") that has executed and delivered, or will
executed and deliver, a US Investor Letter, and (b) subscribing for
the Placing Shares in a transaction pursuant to an exemption from,
or not subject to, the registration requirements of the Securities
Act, acknowledging that the Placing Shares have not been, and will
not be, registered under the Securities Act or with any state or
other jurisdiction of the United States; with respect to (ii)
above, each potential Placee and prospective beneficial owner
represents and warrants that is subscribing for the Placing Shares
on its own account or for one or more accounts as to each of which
it exercises sole investment discretion and each of which is a QIB,
for investment purposes only and not with a view to any
distribution or for resale in connection with the distribution
thereof in whole or in part in the United States, and it has full
power to make the representations, warranties, indemnities,
acknowledgements, agreements and undertakings herein on behalf of
each such account;
(d) if subscribing for the Placing Shares for the account of one
or more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein
on behalf of each such account;
(e) it is subscribing for the Placing Shares for its own account
or is subscribing for the Placing Shares for an account with
respect to which it exercises sole investment discretion and has
the authority to make and does make the representations,
warranties, indemnities, agreements and acknowledgements, contained
in these Terms and Conditions; and
(f) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation and Article 5(1) of the
UK Prospectus Regulation, that it understands the resale and
transfer restrictions set out in this Appendix and that any 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
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the
Banks has been given to each such proposed offer or resale.
NOTICE TO CANADIAN INVESTORS
The Placing Shares may be sold only to purchasers purchasing, or
deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario),
as applicable, and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. The Company is not, and has no intention of
becoming, a "reporting issuer", as such term is defined under
Canadian securities laws, in any province or territory of Canada.
Any resale of the Placing Shares must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
The offering of the Placing Shares may be made on a private
placement basis in the provinces of Ontario, Québec, British
Columbia, Alberta and Manitoba, and is exempt from the requirement
that the Company prepare and file a prospectus with the relevant
securities regulatory authorities in Canada. No offer of securities
is made pursuant to this Announcement in Canada except to a person
who has represented to the Company and the Banks that such person:
(i) is purchasing as principal, or is deemed to be purchasing as
principal in accordance with applicable Canadian securities laws,
for investment only and not with a view to resale or distribution;
(ii) is an "accredited investor" as such term is defined in section
1.1 of National Instrument 45-106 Prospectus Exemptions or, in
Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario); and (iii) is a "permitted client" as such
term is defined in section 1.1 of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Placing Shares subscribed for by a
Canadian investor in this offering must be made in accordance with
applicable Canadian securities laws, which may vary depending on
the relevant jurisdiction, and which may require resales to be made
in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at in Appendix
2.
Bookbuilding Process
Following this Announcement, the Banks will commence the
Bookbuilding Process to determine demand for participation in the
Placing by Placees (other than for the Cornerstone Shares which
will be subscribed for by the Cornerstones in the Placing pursuant
to the Cornerstones Subscription). No commissions will be paid to
Placees or by Placees in respect of any Placing Shares. The book
will open with immediate effect. Members of the public are not
entitled to participate in the Placing. This Appendix gives details
of the terms and conditions of, and the mechanics of participation
in, the Placing.
Details of the Placing Agreement and of the Placing Shares
Each of Barclays and J.P. Morgan Cazenove is acting as a joint
global co-ordinator and a joint bookrunner in connection with the
Placing. The Banks have today entered an agreement with the Company
(the "Placing Agreement") under which, subject to the terms and
conditions set out therein, each of the Banks, as agent for and on
behalf of the Company, has agreed to use its respective reasonable
endeavours to procure Placees for the Placing Shares, other than
for the Cornerstone Shares which shall be subscribed for by the
Cornerstones in the Placing pursuant to the Cornerstones
Undertakings, at the Placing Price (as defined below) and, subject
to agreement with the Company as to the number of Placing Shares to
be placed with the Placees and the Placing Price, to the extent
that such Placees (other than the Cornerstones) fail to pay for any
of the Placing Shares (other than the Cornerstone Shares) allocated
to them, to subscribe for those Placing Shares for which such
Placees fail to pay for. Save for the Cornerstone Shares to be
subscribed for in the Placing by the Cornerstones, if and to the
extent that Placees are not procured to subscribe for any Placing
Shares at the Placing Price the Banks shall not be obliged
themselves to subscribe for or pay for any such Placing Shares in
respect of which no Placees have been procured (the "Unsold
Shares"). Yew Tree Overseas Limited has agreed with the Company to
subscribe for Unsold Shares up to a maximum subscription price of
GBP69 million in accordance with the applicable obligations under
the Cornerstones Undertakings.
The Cornerstone Shares are not being underwritten by the Banks.
If and to the extent the Cornerstones fail to pay for any or all of
the Cornerstone Shares and/or the Unsold Shares, the Banks shall
not be obliged themselves to subscribe for or pay for any such
Cornerstone Shares or Unsold Shares.
The Banks are not acting for the Company with respect to the
Retail Offer or the Director Subscription.
The price per Ordinary Share at which the Placing Shares are to
be placed will be decided at the close of the Bookbuilding Process
(the "Placing Price") following the execution of the placing
supplement by the Company and the Banks (the "Placing Supplement
Agreement"). The final number of Placing Shares will be decided at
the close of the Bookbuilding Process following the execution of
the Placing Supplement Agreement. The timing of the closing of the
book, pricing and allocations are at the discretion of the Company
and the Banks. Details of the number of Placing Shares and the
Placing Price will be announced as soon as practicable after the
close of the Bookbuilding Process.
The total number of shares to be issued pursuant to the Share
Offering shall not exceed 70,000,000 Ordinary Shares, representing
approximately 9.5% of the Company's existing issued Ordinary Share
capital.
The Placing Shares have been duly authorised and will, when
issued following the satisfaction of the conditions described
below, 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 date of issue. The
Placing Shares will be issued free of any encumbrances, liens or
other security interests.
Application for admission to trading
It is expected that Admission of the Placing Shares will become
effective at 8:00 a.m. (London time) on 3 August 2023 (or such
later date as may be agreed between the Company and the Banks but
being no later than 3:00 p.m. (London time) on 7 August 2023).
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company.
Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by either of the
Banks. Each of the Banks and their respective Affiliates, and any
person acting on their behalf, are entitled to enter bids as
principal in the Bookbuilding Process.
2. The Bookbuilding Process, if successful, will establish the
Placing Price and the number of Placing Shares to be allocated to
all Placees whose bids are successful. The Placing Price and the
aggregate proceeds to be raised through the Placing will be agreed
between the Banks and the Company following completion of the
Bookbuilding Process. The Placing Price and the number of Placing
Shares to be issued will be announced on a Regulatory Information
Service following the completion of the Bookbuilding Process.
3. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or in writing to their usual
sales contact at one of the Banks. Each bid should state the number
of Placing Shares which the prospective Placee wishes to subscribe
for at the Placing Price which is ultimately established by the
Company and the Banks or at prices up to a price limit specified in
its bid. Other than in respect of the Cornerstones who are subject
to the terms of the Cornerstones Undertakings, bids may be scaled
down by the Banks on the basis referred to in paragraph 7 below.
Each of the Banks reserves the right not to accept bids or to
accept bids in part rather than in whole.
4. The Bookbuilding Process is expected to close no later than
7.00 a.m. (London time) on 1 August 2023 but may be closed earlier
or later, at the discretion of the Banks and the Company. The Banks
may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed.
5. Each Placee's allocation will be agreed between the Banks and
the Company and will be confirmed to Placees orally or in writing
by the relevant Bank, acting as agent of the Company, following the
close of the Bookbuilding Process, and an electronic contract
note/trade confirmation will be dispatched as soon as possible
thereafter. Subject to paragraph 9 below, the relevant Bank's oral
or written confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of such Bank and the
Company, under which such Placee agrees to subscribe for the number
of Placing Shares allocated to it and to pay the Placing Price for
each such Placing Share on the Terms and Conditions set out in this
Appendix and in accordance with the Company's articles of
association and each Placee will be deemed to have read and
understood this Announcement (including the Appendices) in its
entirety.
6. Subject to paragraphs 2 and 3 above, the Banks will, in
effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares and,
other than in respect of the Cornerstones who are subject to the
terms of the Cornerstones Undertakings, may scale down any bids for
this purpose on such basis as it may determine. The Banks may also,
notwithstanding paragraphs 3 and 4 above and subject to the prior
consent of the Company, (i) allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The
acceptance of offers shall be at the absolute discretion of the
Banks, subject to the prior consent of the Company.
7. The Placing Shares are being offered and sold by the Company
(a) outside the United States in offshore transactions as defined
in, and pursuant to, Regulation S under the Securities Act; and (b)
in the United States only to persons reasonably believed to be QIBs
in transactions not involving any "public offering" within the
meaning of Section 4(a)(2) of the Securities Act pursuant to an
exemption from the registration requirements of the Securities Act,
or pursuant to another exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. It
and the prospective beneficial owners 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 pursuant to,
Regulation S under the Securities Act; or (ii) (a) a QIB that has
executed and delivered, or will execute and deliver, a US Investor
Letter, and (b) subscribing for the Placing Shares in a transaction
pursuant to an exemption from, or not subject to, the registration
requirements of the Securities Act, acknowledging that the Placing
Shares have not been, and will not be, registered under the
Securities Act or with any state or other jurisdiction of the
United States. With respect to (ii) above, each potential Placee
and prospective beneficial owner represents and warrants that is
subscribing for the Placing Shares on its own account or for one or
more accounts as to each of which it exercises sole investment
discretion and each of which is a QIB, for investment purposes only
and not with a view to any distribution or for resale in connection
with the distribution thereof in whole or in part in the United
States, and it has full power to make the representations,
warranties, indemnities, acknowledgements, agreements and
undertakings herein on behalf of each such account.
8. Each potential Placee located or resident in Canada must
qualify as both an "accredited investor" and a "permitted client"
under applicable Canadian securities laws that has either executed
and delivered, or will execute and deliver, a Canadian Investor
Letter and satisfy the eligibility requirements set forth
therein.
9. A bid in the Bookbuilding Process will be made on the terms
and subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and except with
the relevant Bank's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bank, to pay it (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares that such Placee has
been allocated and has agreed to subscribe for. Each Placee's
obligations will be owed to the relevant Bank. The Company shall,
conditional on Admission, allot such Placing Shares to each Placee
following each Placee's payment to the relevant Bank of such
amount.
10. Except as required by law or regulation, no press release or
other announcement will be made by either of the Banks or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
13. By participating in the Bookbuilding Process, each Placee
agrees that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and will
not be capable of rescission or termination by the Placee after
confirmation (oral or otherwise) by a Bank.
14. To the fullest extent permissible by law, none of the Banks,
the Company nor any of its or their respective Affiliates, nor any
person acting on its or their behalf, shall have any responsibility
or liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of the Banks,
nor the Company, nor any of its or their respective Affiliates, nor
any person acting on its or their behalf, shall have any
responsibility or liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of the Banks'
conduct of the Bookbuilding Process or of such alternative method
of effecting the Placing as the Banks, their respective Affiliates
and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Banks' obligations under the Placing Agreement are
conditional on certain conditions, including (but not limited
to):
(a) each of the warranties on the part of the Company in the
Placing Agreement being true and accurate in all respects and not
misleading on the date of the Placing Agreement and the date of
Admission, in each case as though they had been given and made at
such time by reference to the facts and circumstances then
subsisting;
(b) the Placing Supplement Agreement having been duly executed
and delivered by the parties thereto in their respective absolute
discretions by no later than 7.00 a.m. on the day after the date of
this Announcement (or such later time and/or date as may be agreed
in writing between the Company and the Banks);
(c) the delivery of the documents referred to in the Placing
Agreement, at or before the times and/or dates specified;
(d) the publication by the Company of the results of the Placing
on a Regulatory Information Service by no later than 7.00 a.m. on
the day after the date of this Announcement (or such later time
and/or date as may be agreed in writing between the Company and the
Banks) (the " Pricing Announcement ");
(e) the Company having allotted, subject only to Admission and
the Placing Agreement not having been terminated prior to
Admission, the Placing Shares to the Placees in accordance with the
terms of the Placing Agreement;
(f) the Company not being in breach of any of its obligations
under the Placing Agreement, which fall to be performed before
Admission, except for any breaches which the Banks consider (acting
jointly and in good faith) not to be material in the context of the
Placing or Admission;
(g) the Cornerstones Undertakings being duly executed and
becoming unconditional subject only to Admission and not having
been terminated immediately prior to Admission;
(h) in the opinion of the Banks (acting jointly and in good
faith) there not having occurred or been disclosed any material
adverse change in relation to the Group since the date of this
Agreement; and
(i) Admission occurring no later than 8.00 a.m. on 3 August 2023
or such later time and/or date as may be agreed between the Company
and the Banks.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Banks by the relevant time or date
specified (or such later time or date as the Company and the Banks
may agree, being not later than 8:00 a.m. (London time) on 7 August
2023); or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
The Banks may, at their discretion, and upon such terms as they
think fit, extend the time for the satisfaction of any condition,
or waive compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the conditions in
the Placing Agreement save that the above conditions relating,
inter alia, to Admission taking place and the publication by the
Company of the Pricing Announcement may not be waived under the
terms of the Placing Agreement. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
Neither of the Banks, nor their respective Affiliates nor any
person acting on its or their behalf 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 the
Banks may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing
nor for any decision the Banks may make as to the satisfaction of
any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Banks.
By participating in the Bookbuilding Process, each Placee agrees
that its rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
The Banks are entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if: (i) there has
been a breach by the Company of any of the warranties or
undertakings contained in the Placing Agreement or any of the
warranties not being, or ceasing to be, true, accurate and not
misleading; (ii) in the sole opinion of the Banks, there has been a
material adverse change in relation to the Group; (iii) the
application for Admission is withdrawn or refused by the FCA or the
London Stock Exchange; or (iv) certain force majeure events have
occurred including a material adverse change in the financial
markets in the United States, the United Kingdom, any member of the
European Union or in other international financial markets.
If circumstances arise that would allow the Banks to terminate
the Placing Agreement, they may nevertheless determine to allow
Admission to proceed. By participating in the Placing, each Placee
agrees that its rights and obligations terminate only in the
circumstances described above and under "Conditions of the Placing"
above and will not be capable of rescission or termination by it
after oral or written confirmation by the Banks following the close
of the Bookbuilding Process.
By participating in the Placing, Placees agree that the exercise
or non-exercise by each Bank of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or the Banks or for agreement between the
Company and the Banks (as the case may be) and that neither the
Company nor the Banks need make any reference to, or consultation
with, Placees and that neither the Company, the Banks nor any of
their respective Affiliates, agents, directors, officers or
employees, or any person acting on its or their behalf, shall have
any liability to Placees whatsoever in connection with any such
exercise or failure to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or
admission document has been or will be prepared or submitted to be
approved by the FCA (or any other authority) or submitted to the
London Stock Exchange or in any other jurisdictions in relation to
the Placing or Admission and no such prospectus or equivalent
document is required (in accordance with the Prospectus Regulation
or the UK Prospectus Regulation) to be published in the United
Kingdom or in any other jurisdiction.
Placees' commitments will be made solely on the basis of
publicly available information taken together with the information
contained in this Announcement, and any Exchange Information (as
defined below) previously published by or on behalf of the Company
simultaneously with or prior to the date of this Announcement and
subject to the further terms set forth in the electronic contract
note/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 publicly available
information released by or on behalf of the Company are exclusively
the responsibility of the Company and confirms to the Banks and the
Company that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company (other than publicly available information),
the Banks or their respective Affiliates or any person acting on
its or their behalf. None of the Company, the Banks, any of their
respective Affiliates or any person acting on its or their behalf
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 fraud or
fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to the Banks that, between the date
of the Placing Agreement and 180 calendar days after (but
including) Admission (or if Admission does not occur, 180 days
after (but including) 3 August 2023), it will not, without the
prior written consent of the Banks enter into certain transactions
involving or relating to the Ordinary Shares, subject to certain
carve-outs agreed between the Banks and the Company.
By participating in the Placing, Placees agree that the exercise
by the Banks of any power to grant consent to waive the undertaking
by the Company of a transaction which would otherwise be subject to
the lock-up under the Placing Agreement shall be within the
absolute discretion of the Banks and that they need not make any
reference to, or consultation with, Placees and that they shall
have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BFXZC448) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Banks and the Company reserve
the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if
delivery or settlement is not possible or practicable in CREST
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuilding Process for the Placing,
each Placee allocated Placing Shares in the Placing will be sent an
electronic contract note/trade confirmation in accordance with the
standing arrangements in place with the relevant Bank stating the
number of Placing Shares to be allocated to it at the Placing
Price, the aggregate amount owed by such Placee to the relevant
Bank and settlement instructions. It is expected that such
electronic contract note/trade confirmation will be despatched on
or around 1 August 2023 and that this will also be the trade
date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Bank. In the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and the Banks may agree that the Placing Shares will be issued in
certificated form.
The Company will deliver the Placing Shares to J.P. Morgan
Cazenove (CREST Participant ID: 784, Member Account ID: PRIMPLAC)
as agent for the Company. The Placing Shares will be credited to
J.P. Morgan Cazenove's CREST account by way of a registrars
adjustment and therefore J.P. Morgan Cazenove will not be required
to enter any form of receipt instruction into CREST. The input to
CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that Placee on a
delivery against payment basis.
It is expected that settlement will be on 3 August 2023 on a T+2
basis in accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two (2) percentage points above SONIA as
determined by the Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks may sell any or all of the Placing Shares
allocated to that Placee. 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) imposed in any jurisdiction which may
arise upon the sale of such Placing Shares. By communicating a bid
for Placing Shares, each Placee confers on the Banks all such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which the Banks lawfully
take in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the electronic
contract note/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 to as provided below, be so
registered free from any liability to UK stamp duty or UK stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax or other similar taxes (and/or
any interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither the
Banks nor the Company shall be responsible for the payment
thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Banks (in their capacity as joint global co-ordinators,
joint bookrunners and as placing agents of the Company in respect
of the Placing) and the Company, in each case as a fundamental term
of its application for Placing Shares, the following:
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the
Bookbuilding Process and the Placing and its subscription for and
purchase of Placing Shares is made solely on the basis of publicly
available information taken together with the information contained
in this Announcement, and any Exchange Information (as defined
below) previously published by or on behalf of the Company
simultaneously with or prior to the date of this Announcement, 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 Bookbuilding Process,
the Placing, the Company, the Placing Shares or otherwise and 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;
2. that 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 Prospectus Regulation or the
UK Prospectus Regulation and it has not received and will not
receive an offering document, prospectus, offering memorandum or
admission document in connection with the Bookbuilding Process, the
Placing, the Company, Admission, the Placing Shares or
otherwise;
3. that the Ordinary Shares are admitted to listing on the
premium listing segment of the Official List of the FCA and to
trading on the main market of the London Stock Exchange and that
the Company is therefore required to publish certain business and
financial information in accordance with UK MAR and the rules and
practices of the London Stock Exchange and/or the FCA
(collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account,
and similar statements for preceding financial years and that it
has reviewed such Exchange Information and that it is able to
obtain or access such Exchange Information;
4. that neither of the Banks, nor the Company nor any of their
respective Affiliates nor any person acting on behalf of any of
them has provided, and none of them will provide, it with any
material or information regarding the Placing Shares, the
Bookbuilding Process, the Placing or the Company or any other
person other than this Announcement, such information being all
that it deems necessary to make any investment decision in respect
of the Placing Shares, nor has it requested either of the Banks,
the Company, or any of their respective Affiliates nor any person
acting on behalf of any of them to provide it with any such
material or information;
5. that in making any decision to subscribe for the Placing
Shares (i) it has sufficient knowledge, sophistication and
experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for or purchasing the Placing Shares, (ii) it is
experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of participating in, and is able to sustain
a complete loss in connection with, the Placing, (iii) it has
relied on its own examination, due diligence and analysis of the
Company and its Affiliates taken as a whole, including the markets
in which the Group operates, and the terms of the Placing,
including the merits and risks involved and not upon any view
expressed or information provided by or on behalf of the Banks,
(iv) it has had sufficient time and access to information to
consider and conduct its own investigation with respect to the
offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary
for the purposes of its investigation, (v) it is aware and
understands that an investment in the Placing Shares involves a
considerable degree of risk and (vi) it will not look to the
Company, the Banks, any of their respective Affiliates or any
person acting on its or their behalf for all or part of any such
loss or losses it or they may suffer;
6. unless otherwise specifically agreed with the Banks, that
they are 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 would be unlawful to make or accept an offer to
subscribe for the Placing Shares, and further acknowledges that the
Placing Shares have not been and will not be registered or
otherwise qualified, for offer and sale nor will an offering
document, prospectus, offering memorandum or admission document be
cleared or approved in respect of any of the Placing Shares under
the securities legislation of the United Kingdom, 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;
7. that the contents of this Announcement are exclusively the
responsibility of the Company and that neither of the Banks or any
of their respective Affiliates nor any person acting on its or
their behalf has or shall have any responsibility or liability for
any information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to subscribe for the Placing Shares is publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information previously published by
or on behalf of the Company simultaneously with or prior to the
date of this Announcement, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares, and that it has neither received nor relied on any other
information given or investigations, representations, warranties or
statements made by the Banks or the Company and neither of the
Banks or the Company nor any of their respective Affiliates nor any
person acting on its or their behalf will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied solely on its own investigation, examination and due
diligence of the business, financial or other position of the
Company in deciding to participate in the Placing and that neither
of the Banks nor any their respective Affiliates nor any person
acting on its or their behalf have made any representations to it,
express or implied, with respect to the Company, the Bookbuilding
Process, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of the Exchange Information, and
each of them expressly disclaims any liability in respect
thereof;
8. that (i) neither of the Banks nor any of their respective
Affiliates nor any person acting on its or their behalf has or
shall have any liability for public information or any
representation; (ii) neither of the Banks nor any of their
respective Affiliates nor any person acting on its or their behalf
has or shall have any liability for any additional information
(including research reports) that has otherwise been made available
to such Placee, whether at the date of publication, the date of
this document or otherwise; and that (iii) neither of the Banks nor
any of their respective Affiliates nor any person acting on its or
their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this
Announcement or otherwise;
9. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
subscribed for in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
10. that no action has been or will be taken by the Company, the
Banks, their respective Affiliates or any person acting on its or
their behalf that would, or is intended to, permit a public offer
of the Placing Shares in the United States, Canada or in any other
country or jurisdiction where any such action for that purpose is
required;
11. that 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 and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Banks, the Company or any of their
respective Affiliates or any person acting on its or their behalf
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
12. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
13. that it has complied with its obligations under the Criminal
Justice Act 1993, UK MAR, EU MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime
and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and the Money Laundering Sourcebook
of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the "Regulations")
and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the Banks have not received such
satisfactory evidence, the Banks may, in their absolute discretion,
terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Banks will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
14. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Banks and the Company for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person);
15. if it is in a member state of the EEA, it is a Qualified
Investor 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 only;
16. if it is in the United Kingdom, it is a Relevant Person and
undertakes that it will subscribe for, hold, manage or dispose of
any Placing Shares that are allocated to it for the purposes of its
business only;
17. it understands that any investment or investment activity to
which this Announcement relates is available only to, in the United
Kingdom, Relevant Persons, and in any member state of the EEA,
Qualified Investors, and will be engaged in only with such persons,
and further understands that this Announcement must not be acted on
or relied on by persons who are not, in the United Kingdom,
Relevant Persons and, in any member state of the EEA, Qualified
Investors;
18. that 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, in or into
the United States or any other Restricted Territory (including
electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
19. where it is subscribing for the Placing Shares for one or
more managed accounts, it represents, warrants and undertakes that
it is authorised in writing by each managed account to subscribe
for the Placing Shares for each managed account and it has full
power to make the acknowledgements, representations and agreements
herein on behalf of each such account;
20. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its subscription for
Placing Shares is in full compliance with applicable laws and
regulations;
21. if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the Prospectus Regulation and Article 5(1)
of the UK Prospectus Regulation, that the Placing Shares subscribed
for by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in a member
state of the EEA other than Qualified Investors or persons in the
United Kingdom other than Relevant Persons, or in circumstances in
which the prior consent of the Banks has been given to the proposed
offer or resale;
22. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
23. that any offer of Placing Shares may only be directed at
persons in the United Kingdom who are Relevant Persons and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
United Kingdom prior to Admission except to Relevant Persons or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in the United Kingdom
within the meaning of the UK Prospectus Regulation and section
85(1) of FSMA;
24. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person and
agrees that this Announcement has not been approved by either of
the Banks in their respective capacity as an authorised person
under section 21 of FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a
financial promotion by an authorised person;
25. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
26. if it has received any "inside information" for the purposes
of UK MAR 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 MAR, prior to the information being made
publicly available;
27. that (i) it (and any person acting on its behalf) has the
funds available to pay for, and has the capacity and authority and
is otherwise entitled to purchase the Placing Shares under the laws
of all relevant jurisdictions which apply to it; (ii) it has paid
any issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action
which will or may result in the Company, the Banks, any of their
respective Affiliates or any person acting on its or their behalf
being in breach of the legal and/or regulatory requirements and/or
any anti-money laundering requirements of any territory in
connection with the Placing; and (iv) that the subscription for and
purchase of the Placing Shares by it or any person acting on its
behalf will be in compliance with applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
28. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Banks may in their absolute discretion determine and without
liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax or other similar taxes
(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;
29. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to subscribe for, and that the Banks or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
30. that neither of the Banks nor any of their respective
Affiliates nor any person acting on its or their behalf, is making
any recommendations to it, or advising it regarding the suitability
or merits of any transactions it may enter into in connection with
the Placing and that participation in the Placing is on the basis
that it is not and will not be a client of the Banks and that the
Banks do not have any duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of either of the Banks' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right. In addition, it acknowledges and
agrees that neither of the Banks nor their Affiliates nor any
person acting on its or their behalf are acting for the Company
with respect to the Retail Offer or the Director Subscription and
will have no responsibilities, duties or liabilities, whether
direct or indirect, whether arising in tort, contract or otherwise
in connection with the Retail Offer or the Director Subscription or
to any person in connection with the Retail Offer or the Director
Subscription;
31. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Banks nor the Company nor any of their
respective Affiliates nor any person acting on its or their behalf
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 each of the Banks, the Company and
any of their respective Affiliates and any person acting on its or
their behalf in respect of the same on an after-tax basis on the
basis that the Placing Shares will be allotted to the CREST stock
account of J.P. Morgan Cazenove who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions with payment for the Placing
Shares being made simultaneously upon receipt of the Placing Shares
in the Placee's stock account on a delivery versus payment
basis;
32. that these Terms and Conditions and any agreements entered
into by it pursuant to these Terms and Conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Banks or the Company in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
33. that each of the Banks, the Company, their respective
Affiliates and any person acting on its or their behalf will rely
upon the truth and accuracy of the representations, warranties,
agreements, undertakings and acknowledgements contained in this
Announcement and which are given to each of the Banks on their own
behalf and on behalf of the Company and are irrevocable and it
irrevocably authorises each of the Banks and the Company to produce
this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
contained in this Announcement;
34. that it will indemnify on an after-tax basis and hold each
of the Banks, the Company and their respective Affiliates and any
person acting on its or their behalf harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
35. that it irrevocably appoints any director or authorised
signatory of the Banks as its agent for the purposes of executing
and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable it to be registered as the holder
of any of the Placing Shares agreed to be taken up by it under the
Placing;
36. that its commitment to subscribe for Placing Shares on the
terms contained in this Announcement and in the electronic contract
note/trade confirmation will continue notwithstanding any amendment
that may in future be made to the Terms and Conditions of the
Placing, and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's or the Banks conduct of the Placing;
37. that neither of the Banks nor the Company, their respective
Affiliates or any person acting on its or their behalf owe any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement;
38. that it may not rely on any investigation that either of the
Banks or their respective Affiliates or any person acting on its or
their behalf may or may not have conducted with respect to the
Company and its Affiliates or the Placing and the Banks have not
made any representation or warranty to it, express or implied, with
respect to the merits of the Placing, the subscription for or
purchase of the Placing Shares, or as to the condition, financial
or otherwise, of the Company and its Affiliates, or as to any other
matter relating thereto, and nothing herein shall be construed as
any investment or other recommendation to it to subscribe for the
Placing Shares. It acknowledges and agrees that no information has
been prepared by, or is the responsibility of, either of the Banks
or their respective Affiliates or any person acting on its or their
behalf for the purposes of this Placing;
39. that it will not hold either of the Banks or any of their
respective Affiliates or any person acting on its or their behalf
responsible or liable for any misstatements in or omission from any
publicly available information relating to the Group or information
made available (whether in written or oral form) relating to the
Group (the "Information") and that neither of the Banks nor any
person acting on behalf of the Banks makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such Information or accepts any responsibility for
any of such Information;
40. that in connection with the Placing, each of the Banks and
any of their respective Affiliates and any person acting on its or
their behalf, acting as an investor for its own account, may take
up a portion of the Placing Shares as a principal position and in
that capacity may retain, purchase or sell for its own account or
the account of its customers such shares in the Company and any
other securities of the Company or related investments and may
offer or sell such shares, 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 the Banks and any of
their respective Affiliates or any person acting on its or their
behalf, in each case, acting in such capacity. In addition, either
of the Banks and any of their respective Affiliates and any person
acting on its or their behalf may enter into financing arrangements
(including swaps, warrants or contracts for difference) with
investors in connection with which such person(s) may from time to
time subscribe for, acquire, hold or dispose of such securities of
the Company, including the Placing Shares. Neither of the Banks nor
any of their respective Affiliates nor any person acting on its or
their behalf intends to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
41. that each of the Banks and their respective Affiliates may
have engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its Affiliates for which they would have received customary
fees and commissions. Each of the Banks and their respective
Affiliates may provide such services to the Company and/or its
Affiliates in the future;
42. that a communication that a transaction is, or that the
books are, "covered" refers to the position of the book at that
time. It is not an assurance that the books will remain covered,
that the Placing will take place on any terms indicated or at all,
or that if the Placing does take place, the Placing will be fully
distributed by the Banks. Each of the Banks 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 and will, inter alia,
take account of the Company's objectives, UK MiFIR and MiFID II
requirements and/or its allocation policies;
43. that (i) the Placing Shares have not been and will not be
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
prepared in respect of any of the Placing Shares under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States, nor approved or disapproved by
the U.S. Securities and Exchange Commission, any state securities
commission or any other United States regulatory authority in the
United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. The Placing Shares have not been
registered or otherwise qualified for offer and sale nor will a
prospectus be filed, cleared or approved in respect of the Placing
Shares under the laws of any Restricted Territory and, subject to
certain exceptions, may not be offered, sold, taken up, renounced,
delivered or otherwise transferred, directly or indirectly, in or
within any Restricted Territory; (ii) subject to certain exceptions
the Placing Shares are being offered and sold outside the United
States in reliance on Regulation S; and (iii) the Placing Shares
may not be reoffered, resold, pledged or otherwise transferred
except in transactions not requiring registration or qualification
under the Securities Act or the securities laws of any other
Restricted Territory;
44. that the Placing Shares are being offered and sold by the
Company (a) outside the United States in offshore transactions as
defined in, and pursuant to, Regulation S; and (b) in the United
States only to persons reasonably believed to be QIBs in
transactions not involving any "public offering" within the meaning
of Section 4(a)(2) of the Securities Act pursuant to an exemption
from the registration requirements of the Securities Act, and/or
pursuant to another exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. It
represents and warrants that it, and all prospective beneficial
owners of the Placing Shares for the accounts of which it is acting
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
pursuant to, Regulation S; or (ii) (x) a QIB that has executed and
delivered, or will executed and deliver, a US Investor Letter, and
(y) subscribing for the Placing Shares pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements under the Securities Act, acknowledging that the
Placing Shares have not been, and will not be, registered under the
Securities Act or with any State or other jurisdiction of the
United States. With respect to (ii) above, each such potential
Placee represents and warrants that it is subscribing for the
Placing Shares for its own account or for one or more accounts as
to each of which it exercises sole investment discretion and each
of which is a QIB, for investment purposes only and not with a view
to any distribution or for resale in connection with the
distribution thereof in whole or in part, in the United States, and
it has full power to make the representations, warranties,
indemnities, acknowledgements, agreements and undertakings herein
on behalf of each such account;
45. that it will not directly or indirectly offer, reoffer,
resell, transfer, assign, pledge or otherwise dispose of any
Placing Shares except: (a) in an offshore transaction as defined
in, and in accordance with, Rule 903 or Rule 904 of Regulation S
outside the United States; (b) in the United States to a person
that it or any person acting on its behalf reasonably believes to
be a QIB who is purchasing for its own account or for the account
of another person who is a QIB in a transaction pursuant to Rule
144A under the Securities Act (it being understood that all offers
or solicitations in connection with such a transfer are limited to
QIBs and do not involve any means of general solicitation or
general advertising); (c) pursuant to Rule 144 under the Securities
Act (if available); (d) to the Company; or (e) pursuant to another
available exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, and if the Company
shall so require, subject to delivery to the Company of an opinion
of counsel (and such other evidence as the Company may reasonably
require) that such transfer or sale is in compliance with the
Securities Act, in each case, in accordance with any applicable
securities laws of any state or other jurisdiction of the United
States; and that it will notify any transferee to whom it
subsequently reoffers, resells, pledges or otherwise transfers the
Placing Shares of the foregoing restrictions on transfer;
46. that the Placing Shares offered and sold in the United
States are "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act, and for so long as the Placing
Shares are restricted securities, it will not deposit such shares
in any unrestricted depositary facility established or maintained
by any depositary bank, and it agrees to notify any transferee to
whom it subsequently reoffers, resells, pledges or otherwise
transfers the Placing Shares of the foregoing restrictions on
transfer;
47. that no representation has been made as to the availability
of the exemption provided by Rule 144 or any other exemption under
the Securities Act for the reoffer, resale, pledge or transfer of
the Placing Shares;
48. that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or any form of directed selling efforts (as defined
in Regulation S);
49. if it is a person in Canada, that it is: (i) an "accredited
investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such
term is defined in section 73.3(1) of the Securities Act (Ontario);
and (ii) a "permitted client" as such term is defined in section
1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations; and
50. if it is a person in Canada, that it is not a person created
or used solely to purchase or hold the securities as an "accredited
investor" as described in paragraph (m) of the definition of
"accredited investor" in section 1.1 of National Instrument 45-106
Prospectus Exemptions.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (for their own
benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on its or their behalf) and are
irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that neither of the Banks nor the Company owe
any fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement or these Terms and Conditions.
In Canada, Placing Shares may only be offered and sold in the
provinces of Ontario, Québec, British Columbia, Alberta and
Manitoba on a basis exempt from the prospectus requirements of
applicable securities laws. In connection with any acquisition of
Placing Shares in Canada, the Placee will be required to make
specific representations, warranties, agreements and
acknowledgements pursuant to a Canadian Investor Letter.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. None of the Company or
the Banks nor their respective Affiliates nor any person acting on
its or their behalf 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
and representation from each Placee, that the Placing Shares are
not being subscribed for, in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. Neither the Banks, the Company, nor their
respective Affiliates nor any person acting on its or their behalf
will be liable to bear any interest or 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 or any
interest ("transfer taxes")) that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
subscription by Placees for Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) otherwise than under the laws of the
United Kingdom. Each Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such transfer taxes
undertakes to pay such transfer taxes forthwith (including any
interest, fines and penalties relating thereto), and agrees to
indemnify on an after-tax basis and hold the Banks and/or the
Company (as the case may be) and their respective Affiliates and
any person acting on its or their behalf 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.
Miscellaneous
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that either of the Banks or any of their
respective Affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the Banks are receiving
a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with either of the Banks, any money held in an account with
either of the Banks on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the relevant
Bank's money in accordance with the client money rules and will be
used by each of the Banks in the course of its own business; and
the Placee will rank only as a general creditor of the relevant
Bank.
All times and dates in this Announcement may be subject to
amendment by the Banks and the Company (in their absolute
discretion). The Banks shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Banks and the Company under these
Terms and Conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
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 the Banks.
Each Placee may be asked to disclose in writing or orally to the
Banks:
(a) if he or she is an individual, his or her nationality; or
(b) if it is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
(g)
Appendix 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission means admission of the Offering
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
405 or Rule 501(b) under the
Securities Act, as applicable;
Announcement means this announcement (including
its Appendices);
Banks has the meaning given to it
in Appendix 1 to this Announcement;
Barclays has the meaning given to it
in Appendix 1 to this Announcement;
Bookbuilding Process means the bookbuilding process
to be commenced by the Banks
to use reasonable endeavours
to procure Placees for the Placing
Shares (other than for the Cornerstone
Shares which will be subscribed
for by the Cornerstones in the
Placing pursuant to the Cornerstones
Subscription) at the Placing
Price, as described in this
Announcement and subject to
the Terms and Conditions set
out in this Announcement and
the Placing Agreement;
Canadian Investor Letter means the investor representation
letter in the form provided
by the Banks to investors in
Canada who are "accredited investors"
and "permitted clients" each
as defined under Canadian securities
laws;
COBS means Chapter 3 of the FCA Handbook
Conduct of Business Sourcebook;
Company means Aston Martin Lagonda Global
Holdings plc;
Cornerstone Shares means the new Ordinary Shares
to be allotted and issued under
the Cornerstones Subscription;
Cornerstones means Yew Tree Overseas Limited,
The Public Investment Fund of
the Kingdom of Saudi Arabia,
Geely International (Hong Kong)
Limited and Mercedes-Benz AG;
Cornerstones Subscription means the subscription by the
Cornerstones in the Placing
pursuant to the Cornerstones
Undertakings;
Cornerstones Undertakings means the irrevocable undertakings
provided by each of the Cornerstones
to the Company to subscribe
for the Cornerstone Shares;
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;
Director Subscription means the subscription for new
Ordinary Shares by certain directors
of the Company;
Director Subscriptions Shares means the new Ordinary Shares
to be allotted and issued under
the Director Subscription;
DTRs means the Disclosure Guidance
and Transparency Rules sourcebook
made by the FCA pursuant to
Part VI of FSMA;
EU MAR means the Market Abuse Regulation
(EU) No.596/2014;
EU Target Market Assessment means the assessment 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 permitted distribution
channels;
Euroclear means Euroclear UK & International
Limited, a company incorporated
under the laws of England and
Wales;
Exchange Information has the meaning given to it
in Appendix 1 to this Announcement;
FCA or Financial Conduct Authority means the UK Financial Conduct
Authority;
FSMA has the meaning given to it
in Appendix 1 to this Announcement;
Group means the Company and its subsidiary
undertakings;
J.P. Morgan Cazenove has the meaning given to it
in Appendix 1 to this Announcement;
Listing Rules means the rules and regulations
made by the FCA under FSMA;
LSE or London Stock Exchange means London Stock Exchange
plc;
MiFID II means EU Directive 2014/65/EU
on markets in financial instruments;
MiFID II Product Governance means the product governance
Requirements requirements of (a) MiFID II;
(b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593
supplementing MiFID II; and
(c) local implementing measures;
Offering Shares means the Placing Shares, the
Retail Offer Shares and the
Director Subscriptions Shares;
Official List means the list of publicly listed
companies maintained by the
FCA;
Ordinary Share means an ordinary share of GBP0.10
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 subscribe for
Placing Shares has been given;
Placing means the non-pre-emptive placing
of the Placing Shares;
Placing Agreement has the meaning given to it
in Appendix 1 to this Announcement;
Placing Price means the price per Placing
Share at which the Placing Shares
are placed;
Placing Shares means the new Ordinary Shares
to be allotted and issued under
the Placing and includes, for
the avoidance of doubt, the
Cornerstone Shares and any Unsold
Shares;
Placing Supplement Agreement has the meaning given to it
in Appendix 1 to this Announcement;
PRA or Prudential Regulation means the UK Prudential Regulation
Authority Authority;
Pricing Announcement has the meaning given to it
in Appendix 1 to this Announcement;
Prospectus Regulation means the Prospectus Regulation
(EU) 2017/1129;
QIB means "qualified institutional
buyer" as defined within Rule
144A of the Securities Act;
Qualified Investors means qualified investors within
the meaning of article 2(e)
of the Prospectus Regulation;
Regulation S means Regulation S promulgated
under the Securities Act;
Regulatory Information Service means any of the services set
out in Appendix 1.1 of the Listing
Rules;
Relevant Person has the meaning given to it
in Appendix 1 to this Announcement;
Restricted Territory has the meaning given to it
in Appendix 1 to this Announcement;
Retail Offer means the offer to be made by
the Company on the PrimaryBid
platform of new Ordinary Shares
at the Placing Price, the terms
of which will be detailed in
a separate announcement by the
Company published shortly after
this Announcement;
Retail Offer Shares means the new Ordinary Shares
to be allotted and issued under
the Retail Offer;
Rule 144A means Rule 144A promulgated
under the Securities Act;
Securities Act means the U.S. Securities Act
of 1933, as amended;
Share Offering means the Placing, the Retail
Offer and the Director Subscription;
subsidiary has the meaning given to that
term in the Companies Act 2006;
subsidiary undertaking has the meaning given to that
term in the Companies Act 2006;
Terms and Conditions means the terms and conditions
of the Placing set out in Appendix
1 to this Announcement;
UK MAR means the Market Abuse Regulation
(EU) No.596/2014 (as it forms
part of UK law by virtue of
the European Union (Withdrawal)
Act 2018, as amended and supplemented;
UK MiFIR means the Market in Financial
Instruments Regulation (EU)
600/2014 as it forms part of
UK domestic law by virtue of
the European Union (Withdrawal)
Act 2018, as amended and supplemented;
UK Product Governance Rules means the product governance
requirements of Chapter 3 of
the FCA Handbook Product Intervention
and Product Governance Sourcebook;
UK Prospectus Regulation means the Prospectus Regulation
(EU) 2017/1129 as it forms part
of UK law by virtue of the European
Union (Withdrawal) Act 2018,
as amended and supplemented;
UK Target Market Assessment means the assessment 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 Chapter 3
of COBS; and (ii) eligible for
distribution through all permitted
distribution channels;
uncertificated or in uncertificated means in respect of a share
form or other security, where that
share or other security is recorded
on the relevant register of
the share or security concerned
as being held in uncertificated
form in CREST and title to which
may be transferred by means
of CREST;
United Kingdom or UK means the United Kingdom of
Great Britain and Northern Ireland;
United States or US means the United States of America,
its territories and possessions,
any state of the United States
of America, the District of
Columbia and all other areas
subject to its jurisdiction
and any political sub-division
thereof; and
Unsold Shares has the meaning given to it
in Appendix 1 to this Announcement;
and
US Investor Letter means the investor representation
letter in the form provided
by the Banks to QIBs in the
United States.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK.
This information is provided by RNS, the news service of the
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END
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