TIDMDPP
RNS Number : 3115P
DP Poland PLC
07 February 2019
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This Announcement contains inside information for the purposes
of the market abuse regulation (EU No. 596/2014) ("MAR"). In
addition, market soundings (as defined in MAR) were taken in
respect of certain of the matters contained in this Announcement,
with the result that certain persons became aware of such inside
information, as permitted by MAR. Upon the publication of this
Announcement, this inside information is now considered to be in
the public domain and such persons shall therefore cease to be in
possession of inside information.
For immediate release
7 February 2019
DP Poland plc
Proposed placing of new ordinary shares to raise approximately
GBP5.3 million
Proposed broker option to raise up to GBP0.5 million
Board change and trading update
Introduction
DP Poland plc ("DP Poland", the "Company" or, together with its
subsidiary undertakings, the "Group") announces a conditional
placing of 88,333,333 new ordinary shares of 0.5 pence each
("Ordinary Shares") in the capital of the Company (the "Placing
Shares") at a price of 6 pence per Placing Share (the "Placing
Price") to raise approximately GBP5.3 million before expenses (the
"Placing"). Furthermore, the Company has authorised its broker,
Peel Hunt, to raise up to GBP0.5 million through a broker option
(the "Broker Option") in order to allow existing and other
investors to participate in the proposed fundraising. Ordinary
Shares issued under the Broker Option will also be issued at the
Placing Price and will therefore be limited to 8,333,333 million
Ordinary Shares (the "Broker Option Shares"), closing at 5.00 p.m.
on Wednesday 13 February 2019.
The Placing Shares and the Broker Option Shares (assuming the
Broker Option is subscribed in full) will represent approximately
63.3 per cent. of the existing issued share capital of the Company
and the Placing Price represents a discount of approximately 58.2
per cent. to the closing mid-market price of 14.35 pence per
Ordinary Share on 6 February 2019, being the latest practicable
date prior to the publication of this Announcement.
The Fundraising will be on the terms and subject to the
conditions set out in the Appendix to this Announcement.
CEO to step down
Peter Shaw will be stepping down as Chief Executive of DP Poland
by mutual agreement at the conclusion of the Company's 2019 Half
Year, in June 2019. Peter was co-founder of DP Poland and has led
the business since October 2010 - shortly after it acquired the
master franchise agreement for Domino's Pizza in Poland. He has led
DP Poland to become one of the largest pizza delivery operations in
Poland, with an estate of 64 stores.
Looking to the future, the Group's principal focus will include
optimising resources and cost control and on increasing local
market expertise, building on the strong operational team built by
Peter in Poland. Pending a further appointment reflecting the
Group's priorities in this area, Nick Donaldson, non-executive
Chairman, and Rob Morrish, non-executive Director, will take a more
active role in the running of the business. Maciej Jania continues
as Finance Director of DP Poland and Managing Director of DP Polska
SA, reporting directly to the DP Poland board in that
connection.
The board of DP Poland thank Peter Shaw for the great
contribution he has made to the development of the business.
Background to and reasons for the Fundraising
On 12 December 2018, the Company announced a trading update for
the year to date. As part of that update, the Company announced
that it had experienced pressure on 2018 sales from the
exceptionally warm weather from April to mid-November 2018 as well
as the cumulative impact of delivery aggregators' advertising spend
impacting on the Company's share of voice in the market. The
Company announced that it expected the competition for share of
voice to continue to impact sales in 2019. Subsequently, the
Directors have taken the decision to raise approximately GBP5.3
million before expenses by means of the Placing in order to
maintain the medium-term store roll-out and support the Company's
sales and marketing programmes to be implemented throughout 2019.
An overview of the Company's market, 2018 performance, strategy and
intended use of proceeds from the Fundraising is described in more
detail below.
The market
The Company's target market continues to offer an exciting and
considerable growth opportunity. Poland, the Company's target
market and location of operations, is a large, fast-growing
European economy with a population of around 38 million people, 60
per cent. of whom live in urban areas. Poland's economy was
recently ranked as the eighth largest economy in Europe, growing at
an annual GDP rate of approximately 5 per cent.(1)
The sub-sectors in which the Company operates are both sizeable
and fast growing. The food service sector in Poland was valued at
35bn PLN (GBP7.3bn(2) ) in 2017, with the home delivery and
takeaway sectors together representing 19.6 per cent. of this
market (6.8bn PLN (GBP1.4bn(3) )). Overall the home delivery sector
in Poland grew 15 per cent. in 2017 (vs 2016).
The Company is a leading player in delivery pizza in Poland:
-- As at 6 February 2019, the Company had 64 stores (vs 58
'Pizza Hut Delivery' and 6 Papa John's similar format stores);
and
-- The Company's system sales grew 24 per cent. in 2018 (vs
2017), outperforming the noted 2017 growth of the home delivery
sector.
The Directors believe that the Company has the commissary (food
production and storage) capacity in place to support their proposed
medium-term store roll-out plans, as set out below.
Overall the Company aims to become the number 1 branded chain in
pizza in Poland, with the potential for a total of 400-600+ stores
(based on current store penetration in a number of other Domino's
markets(4) ).
2018 performance
The Company delivered a solid performance in 2018(5) , however
certain headwinds discussed below led to pressure on sales
performance. 2018 highlights included:
-- System Sales growth of 24 per cent. to 72m PLN 2018 (58m PLN 2017);
-- Like-for-like System Sales growth of 6 per cent. for 2018 (vs 2017, pre-split(6) );
-- 77 per cent. of total delivery sales were made online in 2018 (75 per cent. in 2017);
-- Revenue growth of 18 per cent. to 59m PLN in 2018 (50m PLN in 2017);
-- Corporate store EBITDA growth of 74 per cent to 2.6m PLN in 2018 (1.5m PLN in 2017); and
-- Commissary Gross Profit growth of 20 per cent. to 3.8m PLN in 2018 (3.1m PLN in 2017).
Alongside these financial highlights, the Company's stores were
ranked amongst the best Domino's stores in the world with regards
to service times(7) . Additionally, the Company was delighted to
receive from Domino's a second consecutive Gold Franny award for
sales growth and quality standards(8) .
However, the Company experienced pressures on sales in 2018,
driven predominantly by exceptionally warm and dry weather from
April to mid-November 2018 and the noted cumulative impact of
delivery aggregators' advertising spend on the Company's share of
voice. The Company also took the decision to offer less discounting
in September and October 2018 (compared to 2017), thus protecting
margin.
Sales trends
The Company notes that it achieved robust sales growth in 2018,
in spite of the challenging headwinds mentioned above, especially
within its more established(9) stores. Comparing 2018 to 2017, more
established stores had a higher average order count in the first
half of the year (with the second half impacted by the noted
headwinds) and a higher average transaction value throughout the
year, supporting margin. These more established stores had a higher
level of delivery sales transacted online (81 per cent.) compared
to total stores (77 per cent.).
Corporate and sub-franchised store performance
The Company tracks financial performance by splitting its store
portfolio into two parts, being 'Corporate', stores managed by the
Company, and 'Sub-franchised', stores managed by sub-franchisees.
Performance for Corporate and Sub-franchised stores is set out
below:
Corporate
In 2018, Corporate stores (38 stores in total) delivered total
store sales in line with the Company's sales model. Within
Corporate, stores in the '1-12 months' and '49-60+ months' cohorts
were particularly strong performers. For the stores which
underperformed against forecast, the Company has specific plans in
place to help improve revenue, including additional sales
support.
Sub-franchised
In 2018, Sub-franchised stores (24 stores in total) performed
below the Company's expectations, delivering total store sales of
85 per cent. of the Company's sales model. The Company is working
closely with sub-franchisees to improve sales performance. Specific
measures are discussed in more detail below.
The Company's future plan and use of proceeds
Overall Company plans for 2019
The Company's plan for 2019 includes:
-- A trial with Pyszne (takeaway.com), an online food delivery
platform for restaurants (commenced in January 2019);
-- Within Sub-franchised, focussing on reinvigorating
sub-franchisee performance to drive sales and openings, with a
renewed focus on sub-franchisee recruitment. As part of this drive,
the Company has appointed a new Head of Sales and Operations;
-- Within Corporate, supporting underperforming stores with
additional sales support, but the Company will consider closures if
underperformance continues;
-- Continuing to focus on superior product, service, image and value versus the competition;
-- Driving higher store penetration by reducing delivery areas,
improving delivery times and improving the cost of labour; and
-- 2019 openings weighted towards larger cities, including a high proportion of splits.
Use of proceeds
The Directors intend to primarily use the net proceeds of the
Placing of approximately GBP5.0 million to fund the medium-term
store roll-out (detailed below) and the plan described above.
The remaining net proceeds will be used to fund the Group's
other capex and working capital outflows (including bank finance
facilities) (2019-2022). As at 31 December 2018, the Company had
cash of GBP1.8 million. The Group is targeting positive EBITDA in
2022 and targeting to be cash flow neutral in 2022.
Any proceeds received from the Broker Option will be used to
further increase marketing spend.
The Company's medium-term store opening plan is as follows:
Target store openings 2018 2019 2020 2021 2022
Corporate stores 9 8 3 2 2
----- ----- ----- ----- -----
Sub-franchised stores - 2 7 10 10
----- ----- ----- ----- -----
Conversion from corporate
to sub-franchised stores - 7 2 3 2
----- ----- ----- ----- -----
The Company's target total stores are as follows:
Target total stores 2018 2019 2020 2021 2022
Corporate stores 39 40 41 40 40
----- ----- ----- ----- -----
Sub-franchised stores 24 33 42 55 67
----- ----- ----- ----- -----
Total stores 63 73 83 95 107
----- ----- ----- ----- -----
The Company's target for mature Corporate store EBITDA is set at
GBP107k(10) with a target EBITDA maturity profile of:
Corporate store EBITDA model
(PLN)
12 months (169,000)
--------------
24 months 35,000
--------------
36 months 196,000
--------------
48 months 302,000
--------------
60 months 512,000
--------------
Details of the Fundraising
Peel Hunt LLP ("Peel Hunt") is acting as nominated adviser,
broker and bookrunner in connection with the Placing. The Company
has also granted to Peel Hunt the Broker Option to raise up to a
further GBP0.5 million before expenses through the issue of up to
8,333,333 Broker Option Shares at the Placing Price in order to
allow existing and other investors to participate in the
Fundraising.
The Broker Option may be exercised by Peel Hunt between 8.00
a.m. on Thursday 7 February 2019 and 5.00 p.m. on Wednesday 13
February 2019 and, if exercised in full, shall require the Company
to issue up to 8,333,333 Broker Option Shares. The exercise of the
Broker Option shall be at the discretion of Peel Hunt and Peel Hunt
are under no obligation to exercise the Broker Option.
The Fundraising 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 this "Announcement").
The Placing Shares, when issued, will represent approximately
57.8 per cent. of the Company's existing issued share capital,
assuming no subscription for Broker Option Shares under the Broker
Option. The Placing Shares and the Broker Option Shares (assuming
the Broker Option is subscribed in full) will together represent
approximately 63.3 per cent. of the existing issued share capital
of the Company. The Placing Price of 6 pence per share represents a
discount of approximately 58.2 per cent. to the closing mid-market
price of 14.35 pence per Ordinary Share on 6 February 2019 being
the latest practicable date prior to the publication of this
Announcement.
The Placing Shares and the Broker Option Shares (if any), when
issued, will be 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 after
the date of issue.
Application will be made for the Placing Shares and the Broker
Option Shares (if any) to be admitted to trading on the AIM market
("AIM") of London Stock Exchange plc (the "London Stock Exchange")
as set out below ("Admission").
Settlement for the Placing Shares and the Broker Option Shares
(if any) and Admission is expected to take place on or before 8.00
a.m. on Friday 1 March 2019. The Fundraising is conditional upon,
among other things, the resolutions (the "Resolutions") required to
implement the Fundraising being duly passed by the shareholders of
the Company at the general meeting proposed to be held at the
offices of Peel Hunt LLP, Moor House, 120 London Wall, London EC2Y
5ET at 10.00 a.m, on Thursday 28 February 2019 (the "General
Meeting"), upon Admission becoming effective and the placing
agreement between the Company and Peel Hunt (the "Placing
Agreement") not being terminated in accordance with its terms.
Following Admission, assuming no Broker Option Shares are issued,
the Company will have 241,155,464 Ordinary Shares in issue,
however, assuming the maximum number of Broker Option Shares are
issued, the Company will have 249,488,797 Ordinary Shares in
issue.
A circular containing, amongst other things, a notice of General
Meeting (the "Circular") is expected to be published by the Company
later today.
Related party transactions
Nicholas Donaldson, Peter Shaw, Maciej Jania and Christopher
Moore, being Directors and therefore related parties to the
Company, as defined in the AIM Rules, have conditionally agreed to
subscribe for an aggregate of 10,249,998 Placing Shares in the
Placing, as detailed below:
Director Number of Placing Holding of Ordinary Percentage of
Shares to be Shares on Admission(11) Enlarged Issued
subscribed for Share Capital
on Admission
(%)(12)
Nicholas Donaldson 166,666 495,999 0.2%
Peter Shaw 1,666,666 3,007,545 1.2%
Maciej Jania 83,333 2,452,451 1.0%
Christopher
Moore 8,333,333 12,524,166 5.2%
The participation of the Directors (or their associates) in the
Placing will be a related party transaction for the purpose of Rule
13 of the AIM Rules (the "Director Related Party Transactions").
Each of Gerald Ford and Robert Morrish, being the independent
Directors, having consulted with Peel Hunt as the Company's
nominated adviser, consider that the terms of each Director Related
Party Transaction are fair and reasonable insofar as the
shareholders of the Company are concerned.
Following Admission, Pageant, being a substantial shareholder in
the Company as defined in the AIM Rules, will have a shareholding
of 56,187,359 Ordinary Shares representing 23.3 per cent. of the
Enlarged Issued Share Capital (assuming no Broker Option Shares are
issued). The participation of Pageant (or its associates) in the
Placing will be a related party transaction for the purpose of Rule
13 of the AIM Rules (the "Pageant Related Party Transaction"). The
Directors, having consulted with Peel Hunt as the Company's
nominated adviser, consider that the terms of the Pageant Related
Party Transaction are fair and reasonable insofar as the
Shareholders are concerned.
Following Admission, Canaccord, being a substantial shareholder
in the Company as defined in the AIM Rules, will have a
shareholding of 29,845,863 Ordinary Shares representing 12.4 per
cent. of the Enlarged Issued Share Capital (assuming no Broker
Option Shares are issued). The participation of Canaccord (or its
associates) in the Placing will be a related party transaction for
the purpose of Rule 13 of the AIM Rules (the "Canaccord Related
Party Transaction"). The Directors, having consulted with Peel Hunt
as the Company's nominated adviser, consider that the terms of the
Canaccord Related Party Transaction are fair and reasonable insofar
as the Shareholders are concerned.
Enquiries:
DP Poland plc 020 3393 6954
Peter Shaw, Chief Executive
www.dppoland.com
Peel Hunt LLP, NOMAD, Sole Broker and
Sole Bookrunner 020 7418 8900
Adrian Trimmings / George Sellar / Guy
Pengelley
Hudson Sandler, Financial PR 020 7796 4133
Alex Brennan / Lucy Wollam
The person responsible for arranging the release of this
Announcement on behalf of the Company is Peter Shaw, a director of
the Company.
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
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING OR THE BROKER OPTION. THIS ANNOUNCEMENT (INCLUDING THE
APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, 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: (1) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED, INCLUDING BY THE
2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE (DIRECTIVE 2010/73/EC) TO
THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE
"PROSPECTUS DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN DP POLAND.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM 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. THE NEW ORDINARY SHARES ARE BEING OFFERED AND
SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS AND (II) IN THE UNITED STATES TO A LIMITED
NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) (A "QIB") IN TRANSACTIONS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE
NEW ORDINARY SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING
MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing or
Broker Option and/or issue of the New Ordinary Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, Peel Hunt or any of their respective affiliates,
agents, directors, officers or employees that would permit an offer
of the New Ordinary Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such New Ordinary Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Peel Hunt to
inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and 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 (including its
territories and possessions, any state of the United States and the
District of Columbia (the "United States" or the "US")), Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the New Ordinary Shares is being made in any such
jurisdiction.
All offers of the New Ordinary Shares in the EEA will be made
pursuant to an exemption under the Prospectus Directive from the
requirement to produce a prospectus. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) does not apply.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the Broker Option or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States. The relevant clearances
have not been, nor will they be, obtained from the securities
commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained from
the South Africa Reserve Bank or any other applicable body in the
Republic of South Africa in relation to the New Ordinary Shares and
the New Ordinary Shares have not been, nor will they be, registered
under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, the Republic of
South Africa or Japan. Accordingly, the New Ordinary Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing or the Broker Option, each
person who is invited to and who chooses to participate in the
Placing or the Broker Option (a "Placee") by making an oral and
legally binding offer to acquire New Ordinary Shares will be deemed
to have read and understood this Announcement in its entirety, to
be participating, making an offer and acquiring New Ordinary Shares
on the terms and conditions contained herein and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendix.
This Announcement may contain, and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings, the effect of operational risks, and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
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 New Ordinary Shares have been subject to a product approval
process, which has determined that the New Ordinary Shares are: (i)
compatible with an end target market of (a) retail investors, (b)
investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing or the Broker Option.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Peel Hunt will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Peel Hunt is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing and the Broker Option, and Peel Hunt will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or the Broker
Option or any other matters referred to in this Announcement.
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 Peel Hunt or by any of its affiliates or
agents 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 therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, 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.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The New Ordinary Shares to be issued or sold pursuant to the
Placing or the Broker Option will not be admitted to trading on any
stock exchange other than the London Stock Exchange.
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.
APPIX 1 - TERMS AND CONDITIONS OF THE PLACING AND THE BROKER
OPTION
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING AND THE BROKER OPTION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING OR THE BROKER OPTION. THIS ANNOUNCEMENT (INCLUDING THIS
APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, 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: (1) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED, INCLUDING BY THE
2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE (DIRECTIVE 2010/73/EC) TO
THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE
"PROSPECTUS DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN DP POLAND.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM 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. THE NEW ORDINARY SHARES ARE BEING OFFERED AND
SOLD ONLY (I) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS"
WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER
THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS
AND (II) IN THE UNITED STATES TO A LIMITED NUMBER OF "QUALIFIED
INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) (A "QIB") IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING
MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or
the Broker Option and/or issue of the New Ordinary Shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company, Peel Hunt or any of their respective
affiliates, agents, directors, officers or employees that would
permit an offer of the New Ordinary Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Peel Hunt to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it is for information purposes
only and 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 (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the New Ordinary Shares is being
made in any such jurisdiction.
All offers of the New Ordinary Shares in the EEA will be made
pursuant to an exemption under the Prospectus Directive from the
requirement to produce a prospectus. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the FSMA does not apply.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the Broker Option or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States. The relevant clearances
have not been, nor will they be, obtained from the securities
commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained from
the South Africa Reserve Bank or any other applicable body in the
Republic of South Africa in relation to the New Ordinary Shares and
the New Ordinary Shares have not been, nor will they be, registered
under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, the Republic of
South Africa or Japan. Accordingly, the New Ordinary Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
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.
By participating in the Placing or the Broker Option, each
Placee will be deemed to have read and understood this Announcement
in its entirety, to be participating, making an offer and acquiring
New Ordinary Shares on the terms and conditions contained herein
and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any New Ordinary Shares that are
allocated to it for the purposes of its business; and
2. in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any New Ordinary Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive; and
(b) in the case of any New Ordinary Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
(i) the New Ordinary 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 Relevant Member
State 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 New Ordinary Shares have been acquired by it on
behalf of persons in any Relevant Member State other than Qualified
Investors, the offer of those New Ordinary Shares to it is not
treated under the Prospectus Directive as having been made to such
persons; and
3. it is acquiring the New Ordinary Shares for its own account
or is acquiring the New Ordinary 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, acknowledgements, undertakings and agreements
contained in this Announcement; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is either:
(a) outside the United States acquiring the New Ordinary Shares
in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act; or
(b) a QIB.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Broker Option or the New Ordinary Shares and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and any information
publicly announced through a Regulatory Information Service (as
defined in the AIM Rules for Companies (the "AIM Rules")) by or on
behalf of the Company on or prior to the date of this Announcement
(the "Publicly Available Information") and subject to any further
terms set forth in the contract note to be sent to individual
Placees.
Each Placee, by participating in the Placing or the Broker
Option, 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 information (other than the Publicly
Available Information), representation, warranty or statement made
by or on behalf of Peel Hunt or the Company or any other person and
none of Peel Hunt, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates has or shall
have any liability for any Placee's decision to participate in the
Placing or the Broker Option based on any other information,
representation, warranty or statement. 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 or the Broker Option. No Placee should
consider any information in this Announcement to be legal, tax or
business advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the New Ordinary Shares
Peel Hunt has today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and
subject to the conditions set out in the Placing Agreement, Peel
Hunt, as agent for and on behalf of the Company, has agreed to use
its reasonable endeavours to procure Placees for 88,333,333 new
Ordinary Shares (the "Placing Shares").
The Company will also grant an option to Peel Hunt which shall
be exercisable at Peel Hunt's discretion to procure subscribers for
up to a further 8,333,333 new Ordinary Shares at the Placing Price
(the "Broker Option") (and any Ordinary Shares placed on connection
with the exercise of the Broker Option being the "Broker Option
Shares"), such shares being in addition to the Placing Shares. The
placing of the Placing Shares and any Broker Option Shares (such
shares together, the "New Ordinary Shares") is not underwritten by
Peel Hunt.
The New Ordinary Shares will, when issued, be subject to the
memorandum and articles of association of the Company, credited as
fully paid and will rank pari passu in all respects with the
Company's existing issued Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of
the New Ordinary Shares.
As part of the Placing and Broker Option, the Company has agreed
that it will not, without the prior written consent of Peel Hunt,
for a period of 30 days after (but including) Admission, directly
or indirectly, offer, issue, lend, sell or contract to sell, issue
options in respect of or otherwise dispose of or announce an offer
or issue of any Ordinary Shares (or any interest therein or in
respect thereof) or any other securities exchangeable for or
convertible into, or substantially similar to, Ordinary Shares or
enter into any transaction with the same economic effect as, or
agree to do, any of the foregoing (whether or not legally or
contractually obliged to do so), or to announce publicly any
intention to enter into any transaction described above. This
agreement is subject to certain customary exceptions and does not
prevent the grant or exercise of options under any of the Company's
existing share incentive and share option schemes, or following
Admission the issue by the Company of any Ordinary Shares upon the
exercise of any right or option or the conversion of a security
already in existence.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00
a.m. on Friday 1 March 2019 and that dealings in the New Ordinary
Shares on AIM will commence at the same time.
Principal terms of the Placing and Broker Option
1. Peel Hunt is acting as bookrunner in connection with the
Placing and the Broker Option, as agent for and on behalf of the
Company.
2. In each case participation in the Placing and the Broker
Option 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 are entitled to participate in the Placing and Broker
Option as principal.
3. The Placing Price is fixed at 6 pence and is payable to Peel
Hunt (as agent for the Company) by all Placees.
4. Each Placee's allocation will be determined by Peel Hunt in
its discretion following consultation with the Company and will be
confirmed orally by Peel Hunt.
5. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by Peel Hunt. The terms of
this Appendix will be deemed incorporated in that contract
note.
6. Each Placee's allocation and commitment to acquire New
Ordinary 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. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to Peel Hunt (as
agent for the Company), to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price
and the number of New Ordinary Shares such Placee has agreed to
acquire and the Company has agreed to allot and issue to that
Placee.
7. 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.
8. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing or the Broker Option is/are confirmed,
settlement for all New Ordinary Shares to be acquired pursuant to
the Placing or the Broker Option will be required to be made at the
same time, on the basis explained below under "Registration and
Settlement".
9. All obligations under the Placing and the Broker Option will
be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing and the Broker
Option not being terminated on the basis referred to below under
"Termination of the Placing and the Broker Option ".
10. By participating in the Placing or the Broker Option, each
Placee will agree that its rights and obligations in respect of the
Placing or the Broker Option will terminate only in the
circumstances described below and will not be capable of rescission
or termination by the Placee.
11. To the fullest extent permissible by law and applicable FCA rules, neither:
(a) Peel Hunt; nor
(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 the 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 the Broker Option or of such alternative method of effecting the
Placing or the Broker Option as Peel Hunt and the Company may
agree.
Registration and settlement
If Placees are allocated any New Ordinary Shares in the Placing
or the Broker Option they will be sent a contract note or
electronic confirmation which will confirm the number of New
Ordinary Shares allocated to them, the Placing Price and the
aggregate amount owed by them to Peel Hunt.
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 either the standing CREST
or certificated settlement instructions which they have in place
with Peel Hunt.
Settlement of transactions in the New Ordinary Shares (ISIN:
GB00B3Q74M51) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+1 basis unless otherwise notified by Peel Hunt and
is expected to occur on Friday 1 March 2019 (the "Settlement Date")
in accordance with the contract notes. Settlement will be on a
delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of the New Ordinary Shares
to CREST or the use of CREST in relation to the Placing or the
Broker Option, the Company and Peel Hunt may agree that the New
Ordinary Shares should be issued in certificated form. Peel Hunt
reserves the right to require settlement for the New Ordinary
Shares, and to deliver the New Ordinary Shares to Placees, by such
other means as it deems necessary if delivery or settlement to
Placees is not practicable within the CREST system or would not be
consistent with regulatory requirements in the jurisdiction in
which a Placee is located.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by Peel Hunt.
Each Placee is deemed to agree that if it does not comply with
these obligations, Peel Hunt may sell any or all of their New
Ordinary Shares on their behalf and retain from the proceeds, for
Peel Hunt's own account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the Placing Price and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of its New Ordinary Shares on its behalf.
If New Ordinary Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note is copied and delivered immediately to
the relevant person within that organisation. Insofar as New
Ordinary 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 New
Ordinary Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing or the Broker Option.
Conditions of the Placing and the Broker Option
The Placing and the Broker Option are conditional upon the
Placing Agreement becoming unconditional and not having been
terminated in accordance with its terms.
The obligations of Peel Hunt under the Placing Agreement are,
and the Placing and the Broker Option are, conditional upon, inter
alia:
(a) the Resolutions having been duly passed at the General
Meeting (or any adjournment thereof);
(b) Admission taking place not later than 8.00 a.m. on Friday 1
March 2019 (or such later date as Peel Hunt and the Company may
agree as the date for Admission but in any event not later than
8.00 a.m. on 21 March 2019);
(c) the Company having performed its obligations under the
Placing Agreement in so far as they are required to be performed
prior to Admission; and
(d) Peel Hunt not having prior to Admission exercised its right
to terminate the Placing Agreement,
(all conditions to the obligations of Peel Hunt included in the
Placing Agreement being together, the "conditions").
If any of the conditions are 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 and the Broker Option will
lapse and the 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 or the Broker Option, each
Placee agrees that its rights and obligations cease and terminate
only in the circumstances described above and under "Termination of
the Placing and the Broker Option" 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 (b) above
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Appendix.
Peel Hunt may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Peel Hunt nor any of its affiliates, agents, directors,
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 and the
Broker Option nor for any decision any of them may make as to the
satisfaction of any condition or in respect of the Placing and the
Broker Option generally and by participating in the Placing or the
Broker Option each Placee agrees that any such decision is within
the absolute discretion of Peel Hunt.
Termination of the Placing and the Broker Option
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) any of the warranties given to it under the Placing
Agreement were untrue, inaccurate or misleading when made, and/or
that any of the warranties have ceased to be true or accurate or
has become misleading, in each case by reference to the facts and
circumstances subsisting at that time or if there are any facts or
circumstances existing giving an entitlement on the part of any
indemnified person to make any material claim under the indemnity
in the Placing Agreement;
(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) or prospects of the Group taken as
a whole or there is a fact, circumstance or development reasonably
likely to result in such a 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 or the Broker Option is or
has become untrue or inaccurate or misleading in any material
respect; or
(d) in the reasonable opinion of Peel Hunt, there has been a
force majeure event which would be likely to prejudice the success
of the Placing or Broker Option or make it impractical or
inadvisable to proceed with the Placing and the Broker Option.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing and the Broker Option as set out 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 or the Broker Option, 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, 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.
By participating in the Placing or the Broker Option, each
Placee agrees that its rights and obligations terminate only in the
circumstances described above and under the "Conditions of the
Placing" section above and will not be capable of rescission or
termination by it after the issue by Peel Hunt of a contract note
confirming each Placee's allocation and commitment in the Placing
or the Broker Option.
Representations, warranties and further terms
By participating in the Placing or the Broker Option, each
Placee (and any person acting on such Placee's behalf) represents,
warrants, acknowledges and agrees (for itself and for any such
prospective Placee) that (save where Peel Hunt expressly agrees in
writing to the contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of New Ordinary Shares is subject to and
based upon all of the terms, conditions, representations,
warranties, indemnities, acknowledgements, agreements, undertakings
and other information contained herein, and that it has not relied
on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Placing, the Broker
Option, the Company, the New Ordinary Shares or otherwise, other
than the information contained in this Announcement and the
Publicly Available Information;
2. it has not received a prospectus or other offering document
in connection with the Placing or the Broker Option and it
acknowledges that no prospectus or other offering document:
(a) is required under the Prospectus Directive or other applicable law; and
(b) has been or will be prepared in connection with the Placing or the Broker Option;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and MAR,
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, that it is able to obtain or access such information
without undue difficulty, and that it is able to obtain access to
such information or comparable information concerning any other
publicly traded company without undue difficulty;
4. it has made its own assessment of the New Ordinary Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing or the Broker Option, and neither Peel Hunt nor the Company
nor any of their respective affiliates, agents, directors, officers
or employees nor any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
New Ordinary Shares or the Company or any other person other than
the information in this Announcement or the Publicly Available
Information; nor has it requested Peel Hunt, the Company, any of
their respective affiliates, agents, directors, employees or
officers or any person acting on behalf of any of them to provide
it with any such information;
5. neither Peel Hunt nor any person acting on behalf of it nor
any of its affiliates, agents, directors, officers or employees
has, or shall have, any liability for any Publicly Available
Information, or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
6.
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the New Ordinary
Shares is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the New Ordinary Shares,
and it has made its own assessment of the Company, the New Ordinary
Shares and the terms of the Placing or the Broker Option based on
the Publicly Available Information;
(b) neither Peel Hunt, nor the Company (nor any of their
respective affiliates, agents, directors, officers and employees)
have made any representation or warranty to it, express or implied,
with respect to the Company, the Placing or the Broker Option or
the New Ordinary Shares or the accuracy, completeness or adequacy
of this Announcement or the Publicly Available Information;
(c) it has conducted its own investigation of the Company, the
Placing, the Broker Option and the New Ordinary Shares, having
satisfied itself that the information is still current, and relied
on that investigation for the purposes of its decision to
participate in the Placing or the Broker Option (as applicable);
and
(d) it has not relied on any investigation that Peel Hunt or any
person acting on its behalf may have conducted with respect to the
Company, the Placing or the Broker Option or the New Ordinary
Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by, and is exclusively the
responsibility of, the Company, and that neither Peel Hunt nor any
persons acting on its behalf is responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information, nor will they be liable for any
Placee's decision to participate in the Placing or the Broker
Option based on any information, representation, warranty or
statement contained in this Announcement, the Publicly Available
Information or otherwise. Nothing in this Appendix shall exclude
any liability of any person for fraudulent misrepresentation;
8. it is not, and at the time the New Ordinary Shares are
acquired will not be, a resident of Australia, Canada, the Republic
of South Africa or Japan;
9. the New Ordinary Shares for which it has agreed to acquire
have not been registered or otherwise qualified, and will not be
registered or otherwise qualified, for offer and sale nor will a
prospectus be cleared or approved in respect of any of the New
Ordinary Shares under the securities laws of the United States, or
any state or other jurisdiction of the United States, Australia,
Canada, the Republic of South Africa or Japan and, subject to
certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, within the
United States, Australia, Canada, the Republic of South Africa or
Japan or in any country or jurisdiction where any such action for
that purpose is required;
10. it has the funds available to pay for the New Ordinary
Shares for which it has agreed to acquire and acknowledges and
agrees that it will pay the total subscription amount in accordance
with the terms of this Announcement on the due time and date set
out herein, failing which the relevant New Ordinary Shares may be
placed with other Placees or sold at such price as Peel Hunt
determines;
11. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire New Ordinary Shares pursuant to the
Placing or the Broker Option under the laws and regulations of all
relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of New Ordinary Shares and
will honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its acquisition of New Ordinary
Shares;
12. it is not, and any person who it is acting on behalf of is
not, and at the time the New Ordinary Shares are acquired will not
be, a resident of, or with an address in, or subject to the laws
of, Australia, Canada, the Republic of South Africa or Japan, and
it acknowledges and agrees that the New Ordinary Shares have not
been and will not be registered or otherwise qualified under the
securities legislation of Australia, Canada, the Republic of South
Africa or Japan and may not be offered, sold, or acquired, directly
or indirectly, within those jurisdictions;
13.
(a) it and the beneficial owner of the New Ordinary Shares is,
and at the time the New Ordinary Shares are acquired will be,
outside the United States and acquiring the New Ordinary Shares in
an "offshore transaction" as defined in, and in accordance with,
Regulation S under the Securities Act; or
(b) it (and any account for which it is purchasing) is a QIB;
14. that the New Ordinary Shares have not been, and will not be,
registered under the Securities Act and may not be offered, sold or
resold in or into or from the United States except pursuant to an
effective registration under the Securities Act, or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in accordance
with applicable state securities laws; and no representation is
being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the
New Ordinary Shares;
15. it (and any account for which it is purchasing) is not
acquiring the New Ordinary Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
16. that:
(a) the New Ordinary Shares are "restricted securities" within
the meaning of Rule 144(a)(3) under the Securities Act and will be
subject to restrictions on resale and transfer subject to certain
exceptions under US law;
(b) no representation is made as to the availability of the
exemption provided by Rule 144 for resales or transfers of New
Ordinary Shares; and
(c) it will not deposit the New Ordinary Shares in an
unrestricted depositary receipt programme in the United States or
for US persons (as defined in the Securities Act);
17. it will not offer, sell, transfer, pledge or otherwise
dispose of any New Ordinary Shares except:
(a) in the United States, to a person it reasonably believes to
be a QIB in a transaction meeting the requirements of Rule
144A;
(b) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
(c) pursuant to another exemption from registration under the Securities Act, if available,
and in each case in accordance with all applicable securities
laws of the states of the United States and other
jurisdictions;
18. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the New Ordinary Shares;
19. that whilst the New Ordinary Shares are expected to be
issued to it through CREST they may be issued to it in
certificated, definitive form in which case it acknowledges and
agrees that the New Ordinary Shares will, to the extent they are
delivered in certificated form, bear a legend to the following
effect unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE
COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY
BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
20. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the New Ordinary Shares and it has made such investigation and has
consulted its own independent advisers or otherwise has satisfied
itself concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
21. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign
investment company ("PFIC") for US federal income tax purposes for
the current year, or whether it is likely to be so treated for
future years and neither the Company nor Peel Hunt makes any
representation or warranty with respect to the same. Accordingly,
neither the Company nor Peel Hunt can provide any advice to US
investors as to whether the Company is or is not a PFIC for the
current tax year, or whether it will be in future tax years.
Accordingly, neither the Company nor Peel Hunt undertakes to
provide to US investors or shareholders any information necessary
or desirable to facilitate their filing of annual information
returns, and US investors and shareholders should not assume that
this information will be made available to them;
22. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing or the
Broker Option in or into or from the United States (including
electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
23. neither Peel Hunt, the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of Peel Hunt or its affiliates, agents, directors,
officers or employees is making any recommendations to it or
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing or the Broker Option and
that its participation in the Placing or the Broker Option is on
the basis that it is not and will not be a client of Peel Hunt and
that Peel Hunt has no duties or responsibilities to it for
providing the protections afforded to its clients or for providing
advice in relation to the Placing or the Broker Option nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
24. it will make payment to Peel Hunt for the New Ordinary
Shares allocated to it in accordance with the terms and conditions
of this Announcement on the due times and dates set out in this
Announcement, failing which the relevant New Ordinary Shares may be
placed with others on such terms as Peel Hunt determines in its
absolute discretion without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such New Ordinary Shares and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of
such Placee's New Ordinary Shares on its behalf;
25. no action has been or will be taken by any of the Company,
Peel Hunt or any person acting on behalf of the Company or Peel
Hunt that would, or is intended to, permit a public offer of the
New Ordinary Shares in the United States or in any country or
jurisdiction where any such action for that purpose is
required;
26. the person who it specifies for registration as holder of
the New Ordinary Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that Peel Hunt and the Company will not be responsible for
any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to acquire New
Ordinary Shares pursuant to the Placing or the Broker Option (as
applicable) and agrees to indemnify the Company and Peel Hunt in
respect of the same on the basis that the New Ordinary Shares will
be allotted or transferred to a CREST stock account of Peel Hunt or
transferred to a CREST stock account of Peel Hunt who will hold
them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
27. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of New Ordinary
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of New Ordinary Shares
would give rise to such a liability;
28. if it is within the United Kingdom, it and any person acting
on its behalf falls within Article 19(5) and/or 49(2)(a) to (d) of
the Order and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any New Ordinary Shares that are allocated
to it for the purposes of its business only;
29. it has not offered or sold and will not offer or sell any
New Ordinary Shares to persons in the United Kingdom or elsewhere
in the EEA prior to the expiry of a period of six months from
Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
30. if it is within the EEA, it is a Qualified Investor as
defined in section 86(7) of the FSMA, being a person falling within
Article 2(1)(e) of the Prospectus Directive;
31. it has only communicated or caused to be communicated and it
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 New Ordinary Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not been
approved by Peel Hunt in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial
promotion by an authorised person;
32. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the New Ordinary Shares (including all relevant provisions of the
FSMA in respect of anything done in, from or otherwise involving
the United Kingdom);
33. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the New Ordinary Shares
acquired by it in the Placing or the Broker Option will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
member state of the EEA which has implemented the Prospectus
Directive other than Qualified Investors, or in circumstances in
which the express prior written consent of Peel Hunt has been given
to the offer or resale;
34. if it has received any inside information (for the purposes
of the MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing or the
Broker Option, it has not:
(a) dealt (or attempted to deal) in the securities of the Company; or
(b) encouraged, recommended or induced another person to deal in
the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
Peel Hunt and its affiliates, acting as an investor for its or
their own account(s), may bid or subscribe for and/or purchase New
Ordinary Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the
New Ordinary Shares, any other securities of the Company or other
related investments whether in connection with the Placing or the
Broker Option or otherwise. Accordingly, references in this
Announcement to the New Ordinary Shares being offered, subscribed,
acquired or otherwise dealt with should be read as including any
offer to, or subscription, acquisition or dealing by, Peel Hunt
and/or any of its affiliates acting as an investor for its or their
own account(s). Neither Peel Hunt nor the Company intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
35. it:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017;
(b) is not a person:
(i) with whom transactions are prohibited under the US 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;
or
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law,
(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 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 it may request from it in
connection with the Placing or the Broker Option (for the purpose
of complying with the 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
New Ordinary Shares that are to be acquired by it or at its
direction pursuant to the Placing or the Broker Option being
reduced to such number, or to nil, as Peel Hunt may decide at its
sole discretion;
36. in order to ensure compliance with the Regulations, Peel
Hunt (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to Peel Hunt or
the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the New Ordinary Shares may
be retained at Peel Hunt's absolute discretion or, where
appropriate, delivery of the New Ordinary Shares to it in
uncertificated form may be delayed at Peel Hunt's or the Company's
registrars' absolute discretion, as the case may be. If within a
reasonable time after a request for verification of identity Peel
Hunt (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, either Peel Hunt and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing or
the Broker Option, in which event the monies payable on acceptance
of allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
37. it acknowledges that its commitment to acquire New Ordinary
Shares on the terms set out in this Announcement and in the
contract note will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing or the
Broker Option (as applicable) and that Placees will have no right
to be consulted or require that their consent be obtained with
respect to the Company's or Peel Hunt's conduct of the Placing or
the Broker Option;
38. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the New Ordinary Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing or the Broker Option.
It has relied upon its own examination and due diligence of the
Company and its affiliates taken as a whole, and the terms of the
Placing or the Broker Option, including the merits and risks
involved;
39. it irrevocably appoints any duly authorised officer of Peel
Hunt as its agent for the purpose 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
New Ordinary Shares for which it agrees to acquire upon the terms
of this Announcement;
40. the Company, Peel Hunt and others (including each of their
respective affiliates, agents, directors, officers and employees)
will rely upon the truth and accuracy of its representations,
warranties, acknowledgements and agreements set out in this
Appendix, which are given to Peel Hunt on its own behalf and on
behalf of the Company and are irrevocable;
41. it is acting as principal only in respect of the Placing or
the Broker Option or, if it is acquiring the New Ordinary Shares as
a fiduciary or agent for one or more investor accounts, it is duly
authorised to do so and it has full power and authority to make,
and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts;
42. time is of the essence as regards its obligations under this Appendix;
43. any document that is to be sent to it in connection with the
Placing or the Broker Option will be sent at its risk and may be
sent to it at any address provided by it to Peel Hunt;
44. the New Ordinary Shares will be issued subject to the terms
and conditions of this Appendix; and
45. the terms and conditions contained in this Appendix, and all
documents into which this Appendix is incorporated by reference or
otherwise, validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire New Ordinary Shares pursuant to the Placing or the Broker
Option will be governed by and construed in accordance with English
law and it submits to the exclusive jurisdiction of the English
courts in relation to any claim, dispute or matter arising out of
such contract except that enforcement proceedings in respect of the
obligation to make payment for the New Ordinary Shares (together
with 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.
By participating in the Placing or the Broker Option, each
Placee (and any person acting on such Placee's behalf) agrees to
indemnify and hold the Company, Peel Hunt and each of their
respective affiliates, agents, directors, officers and employees
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 given by the Placee
(and any person acting on such Placee's behalf) in this Appendix or
incurred by Peel Hunt, the Company or each of their respective
affiliates, agents, directors, officers or employees arising from
the performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this
Appendix shall survive after the completion of the Placing and the
Broker Option.
The agreement to allot and issue New Ordinary Shares to Placees
(or the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the New Ordinary Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer the New Ordinary Shares into a clearance
service. If there are any such arrangements, or the settlement
involves any other dealings in the New Ordinary Shares, stamp duty
or stamp duty reserve tax may be payable. In that event, the Placee
agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Peel Hunt shall be
responsible for such 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 capital duty, stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the United Kingdom by them or any
other person on the acquisition by them of any New Ordinary Shares
or the agreement by them to acquire any New Ordinary Shares and
each Placee, or the Placee's nominee, (in respect of the New
Ordinary Shares of the person on whose behalf it is participating
in the Placing or Broker Option as an agent or nominee) shall where
the allocation, allotment, issue or delivery of New Ordinary Shares
has given rise to any such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties, pay such taxes
and duties, including any interest and penalties (if applicable),
and indemnify on an after-tax basis and hold harmless, each of the
Company and Peel Hunt in the event that either the Company and/or
Peel Hunt shall have incurred any liability to pay or account for
such taxes or duties.
Peel Hunt is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing and the Broker Option, and Peel Hunt
will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or the
Broker Option or any other matters referred to in this
Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that Peel Hunt does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
When a Placee or any person acting on behalf of the Placee is
dealing with Peel Hunt, any money held in an account with Peel Hunt
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 relevant rules and regulations of the FCA made under the FSMA.
Each 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 Peel Hunt's money in
accordance with the client money rules and will be held by it under
a banking relationship and not as trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, 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.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Placing and
the Broker Option will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
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.
APPIX 2 - DEFINITIONS
"Act" the Companies Act 2006 (as amended)
"Admission" the admission of the New Ordinary
Shares (including such number
of Broker Option Shares) to
trading on AIM becoming effective
in accordance with the AIM Rules
"AIM" AIM, a market operated by London
Stock Exchange
"AIM Rules" the AIM Rules for Companies
issued by London Stock Exchange,
as amended from time to time
"Broker Option" the option granted by the Company
to Peel Hunt to procure the
subscription of the Broker Option
Shares pursuant to the terms
of the Placing Agreement
"Broker Option Shares" up to 8,333,333 New Ordinary
Shares to be subscribed for
by existing and other investors
at the Placing Price, to the
extent the Broker Option is
exercised under the terms of
the Placing Agreement
"Canaccord" Hargreave Hale Ltd
"Circular" the circular expected to be
sent to Shareholders today containing
inter alia, details of the Placing
and Broker Option and Notice
of General Meeting
"Company" or "DP Poland" or DP Poland plc and/or DP Polska
"Group" SA, as the context may require
"CREST" a relevant system (as defined
in the Regulations) in respect
of which Euroclear UK & Ireland
Limited is the Operator (as
defined in the Regulations)
"Directors" or "Board" the directors of the Company
"Domino's" or "Domino's Pizza" the brand owned and exploited
by Domino's Pizza, Inc. and
its affiliates
"DPI" Domino's Pizza International
LLC
"DP Polska SA" DP Polska S.A., a company incorporated
in Poland and a wholly owned
subsidiary of the Company
"EBITDA" earnings before interest, tax,
depreciation and amortisation
"Enlarged Issued Share Capital" the number of Ordinary Shares
in issue immediately following
Admission assuming 88,333,333
Placing Shares are issued but
there is no subscription for
Broker Option Shares under the
Broker Option
"Existing Ordinary Shares" the 152,822,131 Ordinary Shares
in issue at the date of this
Announcement
"Financial Conduct Authority" the Financial Conduct Authority
of the United Kingdom
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
"Fundraising" the Placing and Broker Option
"GDP" gross domestic product
"General Meeting" the general meeting of the Company
convened for 10.00 a.m. on Thursday
28 February 2019 and any adjournment
thereof, notice of which is
set out in the Circular
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" together the Placing Shares
and any Broker Option Shares
"Notice of General Meeting" the notice of General Meeting
which is set out at in the Circular
"Ordinary Shares" ordinary shares of 0.5 pence
each in the share capital of
the Company
"Pageant" Pageant Holdings Ltd
"Peel Hunt" Peel Hunt LLP, the Company's
Nominated Adviser and Broker
"Placing" the conditional placing of the
Placing Shares at the Placing
Price announced on 7 February
2019
"Placing Agreement" the conditional agreement dated
7 February 2019 relating to
the Fundraising and made between
the Company and Peel Hunt
"Placing Price" 6 pence per Placing Share
"Placing Shares" the 88,333,333 new Ordinary
Shares which have been conditionally
placed pursuant to the Placing
"PLN" Polish Zloty
"Registrar" SLC Registrars
"Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
as amended
"Resolutions" the resolutions set out in the
Notice of General Meeting
"Shareholders" holders of Ordinary Shares
(1) Source: Trading Economics 2018; World Bank 2017.
(2) 4.8 PLN: GBP1
(3) 4.8 PLN: GBP1
(4) UK & Ireland, USA, Australia/New Zealand ratios of 2018
stores numbers (biz.dominos.com) to those countries' urban
populations World Bank 2016 (Trading Economics 2019). Applying
these ratios to Poland's 2016 urban population suggests store
numbers of 450, 500, 700+ respectively.
(5) All 2018 numbers are unaudited and December numbers are
based on estimates by the Board.
(6) Accounting for the splitting of a delivery area when a
portion of the original store's customers are assigned to the new
store in its original delivery area, resulting in the original
store's sales declining.
(7) Source: DPI (Domino's Pizza International).
(8) An annual award made by DPI to a small proportion of
franchisees.
(9) Stores open for at least 2.5 years (30+ months).
(10) 4.8 PLN: GBP1
(11) Assumes no subscription for Broker Option Shares under the
Broker Option
(12) Assumes no subscription for Broker Option Shares under the
Broker Option
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOETFMTTMBBMTJL
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February 07, 2019 02:00 ET (07:00 GMT)
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