TIDMDPP
RNS Number : 1939H
DP Poland PLC
05 June 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR")
THIS ANNOUNCEMENT, INCLUDING THE APPIX HERETO AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA) ("UNITED STATES"), CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE
WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A
SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
For immediate release
5 June 2017
DP Poland plc
Proposed Placing of new Ordinary Shares
Highlights
-- DP Poland plc ("DP Poland", the "Company" and, together with
its subsidiary undertakings, the "Group") (AIM: DPP.L) announces
today a proposed placing of new ordinary shares in the Company (the
"Placing Shares"), to raise net proceeds of approximately GBP5
million for the Company. The Placing Shares will be issued on a
non-pre-emption basis within the Company's existing share allotment
authorities.
-- The placing of the Placing Shares (the "Placing") is being
conducted through an accelerated bookbuilding process which will
commence immediately following this Announcement in accordance with
the terms and conditions set out in the Appendix to this
Announcement.
-- The number of Placing Shares, the price per Placing Share
("Placing Price") and the aggregate proceeds to be raised through
the Placing will be finally determined following completion of the
bookbuild process. A further announcement in respect of those
details will be made following completion of the bookbuild
process.
-- The Company intends to use the net proceeds of the Placing to
maintain the roll-out of new stores, with the planned opening in
2018 of 15 new corporate stores and in 2019 providing loans by the
Company for 5 sub-franchised store openings in 2019 providing loans
by the Company for 5 sub-franchised store openings. In addition,
the Company intends to increase its investment in marketing.
Peter Shaw, Chief Executive of DP Poland plc said:
"We continue to make strong progress, with 9 store openings to
date this year and our 18(th) consecutive quarter of double digit
like-for-like sales growth.
In this positive context we wish to underpin our store opening
momentum through 2018 and 2019, while encouraging sub-franchisee
funded store openings. To this end an additional investment in the
business of GBP5m would enable us to open additional corporate
stores, provide loan capital for further sub-franchised store
openings and support additional marketing in support of sales
growth, all contributing to the establishment of Domino's Pizza as
a key player in the Polish pizza delivery market."
For further information please contact:
DP Poland plc 020 3393 6954
Peter Shaw, Chief Executive
Peel Hunt LLP (nominated adviser and broker) 020 7418 8900
Adrian Trimmings / George Sellar
This Announcement should be read in its entirety. In particular,
you should read and understand the information set out in the
"Important Notices" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
Background to and reasons for the Placing
The Company is continuing to build its store-opening momentum
having opened 12 stores in 2016 and so far 9 stores in 2017,
bringing the current total stores to 44. The Group is on target to
have at least 50 owned and sub-franchised stores by the year
end.
The business achieved its 18(th) consecutive quarter of double
digit like-for-like System Sales(1) growth in Q1 2017;
January-April like-for-likes were +19%.
Maintaining momentum in store openings is important as the
Company drives towards critical mass for the business. It takes
time and resource to establish a pipeline of store openings; the
Directors believe the business is well positioned for 2017 and have
already identified a number of sites for 2018. At present, there
are not sufficient grounds for confidence that enough of the
targeted 2018 store openings will be stores opened by
sub-franchisees; for this reason the Company is seeking to raise
GBP5m net of costs to fund a combination of additional corporate
store openings and loans to sub-franchisees, plus additional
marketing activity to support sales growth in the expanding estate
of owned and sub-franchised stores, deploying strict return on
investment criteria. The Company also plans to invest further in
online ordering technology for the business, with the aim of
ensuring that customers' online experience is 'best of class'. The
Company expects sub-franchisees to continue to fund a proportion of
store openings through 2017 and 2018 and while it is difficult to
predict the Directors believe that proportion will grow as the
business matures.
The market in Poland is evolving with the growing influence of
food service aggregators; Uber Eats entered the Warsaw market in Q1
2017 and the restaurant group Amrest announced in April that it was
acquiring a 51% stake in the Polish Delivery Hero portal Pizza
Portal. The Company expects more competitive activity as the Polish
delivery market develops and becomes yet more attractive. The
Company welcomes this competition, in the strong belief that a
growing market will disproportionately benefit the Domino's Pizza
brand as the Group's sales growth continues to outstrip growth in
the Polish pizza market.
((1) System Sales are total retail sales including sales from
corporate and sub-franchised stores, unaudited.)
Details of the Placing
The Company intends to raise approximately GBP5 million (net of
expenses) pursuant to the Placing.
The final number of Placing Shares and the Placing Price will be
determined by agreement between the Company and Peel Hunt LLP
("Peel Hunt"), and will be decided at the close of the Bookbuild.
Details of the outcome of the Bookbuild will be announced as soon
as practicable after close of the Bookbuild.
The Placing will be conducted by Peel Hunt in accordance with
the terms and conditions set out in the Appendix to this
announcement. The Placing is being conducted through an accelerated
bookbuilding process which will commence immediately following this
Announcement in accordance with the terms and conditions set out in
the Appendix to this Announcement.
The bookbuilding process will determine demand for Placing
Shares and participation in the Placing. The timing of the closing
of the books is at the absolute discretion of Peel Hunt in
consultation with the Company, but the books are expected to close
no later than 7am on 6 June 2017. However, Peel Hunt reserves the
right to close the books earlier or later without further notice.
The Placing allocations will be determined by Peel Hunt in its
absolute discretion following consultation with the Company and
will be confirmed orally or by email by Peel Hunt following the
close of the bookbuilding process. A further announcement will be
made following the completion of the bookbuilding process.
The Placing is not being underwritten by Peel Hunt or any other
person.
The Placing Shares will not be offered generally to the
Company's existing shareholders on a pre-emptive basis.
Participation in the Placing will be generally limited to certain
qualifying institutional investors who are invited, and who choose,
to participate. Certain of the Company's existing shareholders have
indicated their intention to participate in the Placing. The
Placing Shares are not being made available to the public and,
subject to certain limited exceptions, are not being offered or
sold in, into or from the United States of America, Canada,
Australia, Japan or the Republic of South Africa or any other
jurisdiction where it would be unlawful to do so.
The entirety of the Placing will be raised within the Company's
existing share allotment authorities and application will be made
for the Placing Shares to be admitted to trading on AIM
("Admission").
A further announcement in respect of the total number of Placing
Shares to be issued, the Placing Price and the aggregate proceeds
to be raised through the Placing and the timing of the admission of
the Placing Shares to trading on AIM will be made in due course, as
soon as is practicable, once these details have been finally
determined. This is likely to be on or before 7.00 am on 9 June
2017.
Following Admission, the Placing Shares will be issued and
allotted credited as fully paid and will rank pari passu with the
Company's existing ordinary shares, including as to the right to
receive all dividends and other distributions declared, made or
paid on or in respect of such shares after the date of issue.
Conditions of the Placing
The Placing is conditional, inter alia, upon:
-- the placing agreement which has been entered into between the
Company and Peel Hunt (the "Placing Agreement") having become
unconditional in all respects (save for the condition relating to
Admission) and not having been terminated in accordance with its
terms; and
-- Admission of the Placing Shares taking place by no later than
8.00 a.m. on 9 June 2017 (or such later date, not being later than
16 June 2017, as the Company and Peel Hunt may agree).
If any of the conditions in the Placing Agreement are not
satisfied, the Placing Shares will not be issued and all monies
received from placees will be returned to them (at the placees'
risk and without interest) as soon as possible.
The Placing Agreement contains customary warranties given by the
Company to Peel Hunt as to matters relating to the Company and its
business and customary indemnities from the Company to Peel Hunt in
respect of liabilities arising out of or in connection with the
Placing. The Placing Agreement also contains customary rights of
termination which could enable Peel Hunt to terminate the Placing
in certain limited circumstances.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this announcement (which forms
part of this announcement, such announcement and the Appendix
together being the "Announcement").
Market Abuse Regulation
Market soundings, as defined in MAR, were taken in respect of
the Placing, with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
IMPORTANT NOTICE
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States, Canada, Australia, Japan or the Republic of South
Africa, or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such jurisdiction
(the "Restricted Jurisdictions"). The Placing Shares have not been
and will not be registered under the United States 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, sold, resold or delivered, directly or
indirectly, in or into the United States absent registration except
pursuant to an exemption from or in a transaction not subject to
the registration requirements of the Securities Act. No public
offering of the Placing Shares is being made in the United States.
The Placing Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the Securities Act. Persons receiving this
announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Placing. This announcement does
not constitute or form part of an offer to sell or issue or a
solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation,
any of the Restricted Jurisdictions or any other jurisdiction in
which such offer or solicitation would be unlawful. This
Announcement and the information contained in it is not for
publication or distribution, directly or indirectly, to persons in
a Restricted Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, Peel Hunt or any of
their respective directors, officers, partners, agents, employees
or affiliates that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement 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: (A) if in a member state of the
European Economic Area persons who are (unless otherwise agreed
with Peel Hunt) "qualified investors", as defined in article 2.1(e)
of the Prospectus Directive (Directive 2003/71/EC), as amended, (B)
if in the United Kingdom, persons who (i) have professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "FPO") or fall within the definition of "high
net worth companies, unincorporated associations etc" in article
49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as
defined in section 86 of the Financial Services and Markets Act
2000, as amended ("FSMA") or (C) persons to whom it may otherwise
lawfully be communicated (each, a "Relevant Person"). No other
person should act on or rely on this Announcement and persons
distributing this Announcement must satisfy themselves that it is
lawful to do so.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "target", "expect" and words of similar meaning,
include all matters that are not historical facts. These
forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations,
financial condition, liquidity and dividend policy and the
development of the industries in which the Group's businesses
operate to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by the UK
Financial Conduct Authority ("FCA"), the London Stock Exchange or
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
Any indication in this Announcement of the price at which shares
of the Company have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Peel Hunt is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. Peel Hunt is acting solely as
nominated adviser, broker and sole bookrunner exclusively for the
Company and no one else in connection with the contents of this
Announcement and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
contents of this Announcement nor will it be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on Peel Hunt by FSMA or the regulatory
regime established thereunder, Peel Hunt accepts no responsibility
whatsoever, and makes no representation or warranty, express or
implied, as to the contents of this Announcement including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of, the Company or
any other person, in connection with the Company and the contents
of this Announcement, whether as to the past or the future. Peel
Hunt accordingly disclaims all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above), which it might otherwise have in respect of the contents of
this Announcement or any such statement.
In connection with the Placing, Peel Hunt and any of its
affiliates, acting as investors for their own account, may
subscribe for or purchase Ordinary Shares in the Company and in
that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own account in such Ordinary Shares and
other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
to the Ordinary Shares being offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any offer to, or
subscription, acquisition, placing or dealing by Peel Hunt and any
of its affiliates acting as investors for their own account. In
addition, Peel Hunt or its affiliates may enter into financing
arrangements and swaps in connection with which it or its
affiliates may from time to time acquire, hold or dispose of
Ordinary Shares. Peel Hunt has no intention to disclose the extent
of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.
The Placing Shares will not be admitted to trading on any stock
exchange other than the AIM Market of the London Stock
Exchange.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety (including the Appendix) and to
be making such offer on the terms and subject to the conditions set
out in this Announcement and to be providing the representations,
warranties, undertakings and acknowledgements contained in the
Appendix.
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.
APPIX
TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL
BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY PEEL
HUNT WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF
THE PROSPECTUS DIRECTIVE, AS AMED (B) IF IN THE UNITED KINGDOM,
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FPO OR FALL WITHIN THE
DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF FSMA OR (C)
PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY ANY PERSONS WHO ARE NOT RELEVANT PERSONS. EACH PLACEE
SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. DISTRIBUTION OF
THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
The Placing Shares have not been and will not be registered
under the Securities Act or under the securities laws of any state
or other jurisdiction of the United States and may not be offered,
sold, resold, transferred or delivered, directly or indirectly, in
or into the United States absent registration except pursuant to an
exemption from or in a transaction not subject to the registration
requirements of the Securities Act. No public offering of the
Placing Shares is being made in the United States. The Placing
Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with,
Regulation S under the Securities Act. Persons receiving this
Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Placing.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy or subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, any of the Restricted Jurisdictions
or any other jurisdiction in which such offer or solicitation is or
may be unlawful. This Announcement and the information contained in
it is not for publication or distribution, directly or indirectly,
to persons in a Restricted Jurisdiction unless permitted pursuant
to an exemption under the relevant local law or regulation in any
such jurisdiction.
No action has been taken by the Company, Peel Hunt or any of
their respective directors, officers, partners, agents, employees
or affiliates that would permit an offer of the Placing Shares or
possession or distribution of this announcement or any other
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Any indication in this Announcement of the price at which shares
of the Company have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral offer to subscribe and/or purchase
Placing Shares is deemed to have read and understood this
Announcement in its entirety (including this Appendix) and to be
providing the representations, warranties, undertakings, agreements
and acknowledgements contained in this Appendix.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
Peel Hunt. Pursuant to the Placing Agreement, Peel Hunt has,
subject to the terms set out in such agreement, agreed to use its
reasonable endeavours, as agent of the Company, to procure Placees
for the Placing Shares. Peel Hunt will today commence an
accelerated bookbuilding process in respect of the Placing (the
"Bookbuild") to determine demand for participation in the Placing
by Placees at the Placing Price. This Appendix gives details of the
terms and conditions of, and the mechanics for participation in,
the Placing. No commissions will be paid to Placees in respect of
any Placing Shares.
It is expected that the Placing will raise approximately
GBP5million in net proceeds. The Placing is not being underwritten
by Peel Hunt or any other person. The number of Placing Shares will
be determined following completion of the Bookbuild as set out in
this Announcement.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with the existing ordinary shares in the
capital of the Company ("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 of
the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for Admission
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM in accordance
with the AIM Rules for Companies ("Admission"). Admission is
expected to become effective on or around 9 June 2017 (or such
later date as Peel Hunt may agree with the Company, not being later
than 8:00am on 16 June 2017) and dealings in the Placing Shares
will commence on the same day.
Participation in, and principal terms of the Placing
1. Peel Hunt is acting as agent of the Company in connection
with the Placing on the terms and subject to the conditions of the
Placing Agreement.
2. Participation in the Bookbuild will only be available to
persons who may lawfully be, and are, invited by Peel Hunt to
participate. Peel Hunt and any of its affiliates is entitled to
enter bids in the Bookbuild as principal.
3. The Placing Price payable to Peel Hunt (as agent for the
Company) on application by Placees and the number of Placing Shares
to be issued at the Placing Price will be agreed between the
Company and Peel Hunt following completion of the Bookbuild and
will be announced separately at that time..
4. The timing of the closing of the Bookbuild will be determined
by Peel Hunt in its absolute discretion and shall then be announced
on a Regulatory Information Service as soon as is practicable
following completion of the Bookbuild.
5. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
Peel Hunt. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for. Bids may be scaled
down by Peel Hunt on the basis referred to in paragraph 10
below.
6. The Bookbuild is expected to close no later than 7am on 6
June 2017 but may be closed earlier or later at the discretion of
Peel Hunt. Peel Hunt may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed. The Company
reserves the right to reduce or seek to increase the amount to be
raised pursuant to the Placing, in its absolute discretion.
7. Each Placee's allocation will be determined by Peel Hunt in
its absolute discretion following consultation with the
Company.
8. Each Placee's allocation will be confirmed orally, or by
email, by Peel Hunt to such Placees following the close of the
Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. Peel Hunt's oral or
emailed confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of Peel Hunt and the Company, under which it
agrees to acquire by subscription the number of Placing Shares
allocated to it at the Placing Price and otherwise on the terms and
subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association.
9. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued.
10. Subject to paragraphs 4 and 5 above, Peel Hunt may choose to
accept bids, either in whole or in part, on the basis of
allocations determined at its discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as it may determine. Peel Hunt may also, notwithstanding paragraphs
4 and 5 above, but subject to the prior consent of the Company,
allocate the Placing Shares after the time of any initial
allocation to any person submitting a bid after time.
11. Each Placee's allocation and commitment to subscribe for
Placing Shares 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 Peel Hunt's
consent will not be capable of variation or revocation after the
time at which it is submitted.
12. Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to Peel Hunt as agent for the Company,
to pay to Peel Hunt (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe and the Company
has agreed to allot and issue to that Placee.
13. Except as required by law or regulation, no press release or
other announcement will be made by Peel Hunt 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.
14. Irrespective of the time at which the Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time on the basis explained below
under "Registration and Settlement".
15. All obligations under the Placing will be subject to
fulfilment 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 "Rights to terminate the Placing
Agreement".
16. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
17. To the fullest extent permissible by law, neither: (a) Peel
Hunt (b) any of its affiliates, agents, directors, officers,
consultants or employees nor (c) to the extent not contained within
(a) or (b) any person connected with Peel Hunt as defined in FSMA
((b) and (c) being together "Affiliates" and individually an
"Affiliate" of Peel Hunt) shall have any liability (including to
the extent permissible by law, any fiduciary duties) to Placees or
to any other person whether acting on behalf of a Placee or
otherwise. In particular neither Peel Hunt nor any of its
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of Peel Hunt's
conduct of the Placing or of such alternative method of effecting
the Placing as Peel Hunt and the Company may agree.
Conditions of the Placing
The obligations of Peel Hunt under the Placing Agreement are,
and the Placing is, conditional inter alia upon:
a) none of the warranties and undertakings on the part of the
Company contained in the Placing Agreement being untrue or
inaccurate on the date on which the Placing Agreement is signed or
Admission, by reference to the facts and circumstances then
subsisting;
b) the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed prior to
Admission;
c) the Company having allotted, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
d) Admission having become effective at or before 8.00 a.m. on 9
June 2017 or such later time being not later than 16 June 2017 as
Peel Hunt may agree with the Company,
(all conditions to the obligations of Peel Hunt included in the
Placing Agreement being together, the "Conditions").
If any of the Conditions is not fulfilled or, where permitted,
waived in accordance with the Placing Agreement within the stated
time periods (or such later time and/or date as the Company and
Peel Hunt may agree), or the Placing Agreement is terminated in
accordance with its terms, the Placing will lapse and each Placee's
rights and obligations shall cease and terminate at such time and
each Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Rights to terminate the
Placing Agreement" below and will not be capable of rescission or
termination by it.
Peel Hunt may, in its absolute discretion and upon such terms as
it thinks fit, waive fulfilment of all or any of the Conditions in
whole or in part, or extend the time provided for fulfilment of one
or more Conditions, save that certain Conditions including the
condition relating to Admission referred to in paragraph (d) above
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Appendix.
Neither Peel Hunt nor any of its affiliates, agents, directors,
partners, officers or employees nor the Company shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of
them 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 any of them 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 Peel Hunt.
Rights to terminate the Placing Agreement
Peel Hunt may, in its absolute discretion, by notice to the
Company terminate the Placing Agreement at any time up to Admission
if, inter alia:
a) there has, in opinion of Peel Hunt, been a breach of the warranties given to it;
b) there has, in the reasonable opinion of Peel Hunt, been a
material adverse change in, or affecting, the condition (financial,
operational, legal or otherwise), business or prospects of the
Company which is material or there is a fact, circumstance or
development reasonably likely to result in any such material
adverse change;
c) any statement contained in this Announcement or any other
document or announcement issued or published by or on behalf of the
Company in connection with the Placing is or has become or has been
discovered to be untrue or inaccurate in any material respect or
misleading in any material respect;
d) the Company has not complied or cannot comply in any material
respect with its obligations under the Placing Agreement which is
incapable of remedy prior to Admission; or
e) in the reasonable opinion of Peel Hunt, there has been a force majeure event.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and Peel Hunt that the exercise by the Company or Peel Hunt
of any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Company or Peel Hunt or for agreement between the Company
and Peel Hunt (as the case may be) and that neither the Company nor
Peel Hunt need make any reference to such Placee and that none of
the Company, Peel Hunt nor any of their respective affiliates,
agents, directors, partners, officers or employees shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will they
be offered in such a way as to require the publication of an
admission document or prospectus in the United Kingdom or in any
other jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in
accordance with the AIM Rules for Companies (the "Exchange
Information"). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information (other
than the Exchange Information), representation, warranty, or
statement made by or on behalf of the Company or Peel Hunt or any
other person and neither Peel Hunt nor the Company nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by Peel Hunt, the Company, or their respective officers,
directors, employees or agents. 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. Neither the Company nor Peel Hunt are
making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN)
following Admission will take place within the CREST system,
subject to certain exceptions. It is expected that settlement will
be on 9 June 2017 on a T+3 basis. Peel Hunt reserves 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 within the CREST
system within the timetable set out in this Announcement or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by Peel Hunt in accordance with the standing CREST
settlement instructions which they have in place with Peel
Hunt.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation or contract note in accordance with the
standing arrangements with Peel Hunt stating the number of Placing
Shares allocated to it, the Placing Price, the aggregate amount
owed by such Placee to Peel Hunt (in GBP) and settlement
instructions.
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on Peel Hunt's receipt of payment in
full for such Placing Shares by the relevant time to be stated in
the written confirmation referred to above, or by such later time
and date as Peel Hunt and the Company may in their absolute
discretion determine, or otherwise in accordance with that
confirmation's terms.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations in relation to the Placing Shares: (i) the
Company may release itself (if it decides in its absolute
discretion to do so) and will be released from all obligations it
may have to issue any such Placing Shares to such Placee or at its
direction which are then unissued; (ii) the Company may exercise
all rights of lien, forfeiture and set-off over and in respect of
any Placing Shares to the fullest extent permitted under its
articles of association or otherwise by law and to the extent that
such Placee then has any interest in or rights in respect of any
Placing Shares; (iii) the Company or Peel Hunt may sell (and both
of them is irrevocably authorised by such Placee to do so) all or
any Placing Shares on such Placee's behalf and then retain from the
proceeds, for the account and benefit of the Company or, where
applicable, Peel Hunt (a) any amount up to the total amount due to
it as, or in respect of, subscription monies, or as interest on
such monies, for any Placing Shares, (b) any amount required to
cover any stamp duty or stamp duty reserve tax (together with any
interest or penalties) arising on the sale of such Placing Shares
on such Placee's behalf, and (c) any amount required to cover
dealing costs and/or commissions necessarily or reasonably incurred
by it in respect of such sale; and (iv) such Placee shall remain
liable to the Company (and to Peel Hunt as applicable) for the full
amount of any losses and of any costs which it may suffer or incur
as a result of it (a) not receiving payment in full for such
Placing Shares by the required time, and/or (b) the sale of any
such Placing Shares to any other person at whatever price and on
whatever terms actually obtained for such sale by or for it.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue or sale of the Placing Shares, neither Peel Hunt nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
Representations and Warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to Peel Hunt (for itself and on
behalf of the Company):
1. that it has read and understood this Announcement, including
the Appendix, in its entirety and that its subscription for Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes
not to redistribute or duplicate this Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by Peel Hunt of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of Peel Hunt and Peel Hunt need not have any reference to it and
shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against Peel Hunt or the
Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, Peel Hunt and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement and the Exchange Information. Each Placee agrees that
neither the Company nor Peel Hunt nor any of their respective
officers, directors or employees will have any liability for any
such other information, representation or warranty, express or
implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Peel Hunt has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons;
6. that neither it nor, as the case may be, its clients expect
Peel Hunt to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that Peel Hunt is not acting for it or its clients, and that
Peel Hunt will not be responsible for providing the protections
afforded to customers of Peel Hunt or for providing advice in
respect of the transactions described herein;
7. that it is: (i) unless otherwise agreed in writing with Peel
Hunt, located outside the United States and is not a US person as
defined in Regulation S under the Securities Act ("Regulation S")
and is subscribing for the Placing Shares only in "offshore
transactions" as defined in and pursuant to Regulation S, and (ii)
it is not subscribing for Placing Shares as a result of any
"directed selling efforts" as defined in Regulation S or by means
of any form of "general solicitation" or "general advertising" as
such terms are defined in Regulation D under the Securities
Act;
8. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
9. that, unless specifically agreed with Peel Hunt, it is not
and was not acting on a non-discretionary basis for the account or
benefit of a person located within the United States at the time
the undertaking to subscribe for Placing Shares was given and it is
not acquiring Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly,
of any Placing Shares in or into the United States and it will not
reoffer, resell, pledge or otherwise transfer the Placing Shares
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
otherwise in accordance with any applicable securities laws of any
state or jurisdiction of the United States;
10. that it is not a national or resident of Canada, Australia,
the Republic of South Africa or Japan or a corporation, partnership
or other entity organised under the laws of Canada, Australia, the
Republic of South Africa or Japan and that it will not offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the
Placing Shares in Canada, Australia, the Republic of South Africa
or Japan or to or for the benefit of any person resident in Canada,
Australia, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained
from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered
by the Australian Securities and Investments Commission or Japanese
Ministry of Finance and that the Placing Shares are not being
offered for sale and may not be, directly or indirectly, offered,
sold, transferred or delivered in or into Canada, Australia, the
Republic South Africa or Japan;
11. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
12. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US persons (as that term is defined in Regulation
S);
13. that it is entitled to subscribe for Placing Shares under
the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and
complied with all necessary formalities and that it has not taken
any action which will or may result in the Company or Peel Hunt or
any of their respective directors, officers, employees or agents
acting in breach of any regulatory or legal requirements of any
territory in connection with the Placing or its acceptance;
14. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription obligations;
15. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
the Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by Peel Hunt;
16. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
17. that, unless otherwise agreed by Peel Hunt, it is a
qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));
18. that, unless otherwise agreed by Peel Hunt, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
19. 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 FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
20. that any money held in an account with Peel Hunt on its
behalf and/or any person acting on its behalf will not be treated
as client money within the meaning of the rules and regulations of
the FCA. Each Placee further acknowledges that the money will not
be subject to the protections conferred by the FCA's client money
rules. As a consequence, this money will not be segregated from
Peel Hunt's money in accordance with such client money rules and
will be used by Peel Hunt in the course of its own business and
each Placee will rank only as a general creditor of Peel Hunt;
21. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Company's Articles of
Association;
22. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
23. that it is not relying on any representations or warranties
or agreements by the Company, Peel Hunt or by any of their
respective directors, employees or agents or any other person
except as set out in the express terms of this Appendix;
24. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for under the Placing unless and until Admission becomes
effective;
25. that it appoints irrevocably any director of Peel Hunt as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
26. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
27. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither Peel
Hunt nor the Company has considered its particular objectives,
financial situation and needs;
28. that it is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing;
29. that it will indemnify and hold the Company and Peel Hunt
and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and Peel Hunt will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify Peel Hunt, and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to Peel Hunt for itself and on
behalf of the Company and will survive completion of the Placing
and Admission;
30. that time shall be of the essence as regards obligations
pursuant to this Appendix;
31. that it is responsible for obtaining any legal, tax and
other advice that it deems necessary for the execution, delivery
and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the
Company or Peel Hunt to provide any legal, tax or other advice to
it;
32. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that Peel Hunt shall
notify it of such amendments;
33. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and MAR, (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering Regulations 2007 and (iii) it is
not a person: (a) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations 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 and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to Peel Hunt such evidence, if any, as to the identity or location
or legal status of any person which Peel Hunt may request from it
in connection with the Placing (for the purpose of complying with
such Regulations or ascertaining the nationality of any person or
the jurisdiction(s) to which any person is subject or otherwise) in
the form and manner requested by Peel Hunt on the basis that any
failure by it to do so may result in the number of Placing Shares
that are to be purchased by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as Peel Hunt may
decide in its absolute discretion;
34. that it will not make any offer to the public of those
Placing Shares to be subscribed by it for the purposes of the
Prospectus Rules made by the FCA pursuant to Commission Regulation
(EC) No. 809/2004;
35. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that that
if it is a private client stockbroker or fund manager it confirms
that in purchasing the Placing Shares it is acting under the terms
of one or more discretionary mandates granted to it by private
clients and it is not acting on an execution only basis or under
specific instructions to purchase the Placing Shares for the
account of any third party.
36. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Peel Hunt 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;
37. that any documents sent by or to Placees will be sent at the
Placees' own risk. They may be sent by post to such Placees at an
address notified to Peel Hunt;
38. that Peel Hunt owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement; and
39. that Peel Hunt or any of its affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares.
The Company, Peel Hunt and their respective affiliates will rely
upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to Peel Hunt for itself and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by Peel
Hunt.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor Peel
Hunt will be responsible, and the 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 UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company, and Peel Hunt in
the event that any of the Company and/or Peel Hunt has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify Peel
Hunt accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
The rights and remedies of Peel Hunt and the Company under the
terms and conditions in this Appendix are in addition to any rights
and remedies which would otherwise be available to each of them and
the exercise or partial exercise of one will not prevent the
exercise of others.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. Peel Hunt will notify the
Placees and any person acting on behalf of the Placees of any such
changes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEEAKKSEAFXEFF
(END) Dow Jones Newswires
June 05, 2017 12:23 ET (16:23 GMT)
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