TIDMGYM
RNS Number : 3274R
The Gym Group plc
13 June 2018
FOR IMMEDIATE RELEASE
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, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN THE GYM GROUP PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF THE GYM
GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 ("MAR").
13 June 2018
The Gym Group Plc
(""TGG" or "the Company")
Strong trading,
Proposed acquisition of 13 gyms from easyGym and
Proposed Equity Placing to raise GBP24 million
The Gym Group ("TGG"), the fast growing, nationwide operator of
133 low-cost gyms, announces a trading update for the five months
to 31 May 2018. Trading for the first five months of the year has
continued to be strong and has met the Board's expectations. Total
membership is up 31.8% to 668,000 (May 2017: 507,000) and LIVE IT.,
our premium pricing initiative, has signed up 45,000 members in our
first seven months of rollout.
Furthermore, TGG announces its intention to acquire 13 gyms from
easyGym (the "Acquisition") for an initial cash consideration of
GBP20.6 million, with an additional GBP4.1 million payable when
lease extensions are agreed on two sites.
The acquisition will be part-funded by an equity placing being
launched today which is intended to raise gross proceeds of GBP24
million gross of expenses ("the Placing") and from the Company's
banking facilities which will be extended by GBP10 million as part
of the transaction. The Acquisition is expected to complete on or
before 20(th) July 2018.
TGG has grown rapidly since the opening of its first site in
Hounslow in 2008 and has become the fastest growing operator in the
low-cost gym market. Our growth comes from a combination of our
organic rollout programme and from opportunistic acquisitions such
as the purchase of the Fitness First Clubs in 2016 (4 sites) and
the Lifestyle Fitness Clubs in 2017 (18 sites).
Current trading
Current trading for the first five months of the year has met
the Board's expectations and we expect to meet market expectations
in 2018:
-- Six new gyms will have opened by the end of the first half
increasing the total estate to 134 sites
o The sites opened to date are at Sutton Coldfield, Birmingham
Perry Barr, Nottingham Sherwood, Stockport and Manchester
Fallowfields. Encouragingly, the sites opened in 2018 are trading
strongly.
-- Total members at 31 May 2018 of 668,000, up 31.8% versus May 2017 (31 May 2017: 507,000)
-- The conversion of the Lifestyle sites is proceeding according
to the timeline set out at the time of the Full Year Results and we
are seeing strong member uplifts in the sites where the full TGG
model has been implemented :
o Currently 9 sites have been converted to the TGG brand with a
further 3 on site for conversion.
o Plans are in place for the remaining 6 sites to be converted
by the end of September 2018.
-- LIVE IT., our premium pricing initiative, is performing
strongly following the rollout across the estate that completed in
May 2018:
o At 31 May 2018, 45,000 members had signed up to LIVE IT.
representing 6.7% of the closing membership.
o As anticipated the highest take-up of LIVE IT. is from new
members and as expected LIVE IT. has impacted existing revenue
streams (multi-site, twin, joining fee).
-- The new personal trainer operating model trial has been
extended to 8 sites encompassing both new sites and existing sites
and is operating according to our expectations.
o Plan to extend the trial to two further regions in the summer
and then we will make the decision to rollout on a phased basis
across the entire estate based on the results of all the
trials.
-- The pipeline continues to be strong for the remainder of 2018
and is building according to our expectations for 2019:
o Currently have a further 15 sites exchanged for 2018 and
2019.
o Reiterate our guidance that we expect to open within our
expected range of 15 to 20 organic openings for the full year.
The Acquisition
The Board believes that the Acquisition has a compelling
strategic and financial rationale which is outlined below.
-- Strategic rationale:
o Eight of the 13 sites are located within London and this
diversifies the geographical mix in this fast developing part of
the country.
o The acquisition of the easyGym sites will add to TGG's
existing rollout plans for 2018 and help drive future growth:
-- opportunity to increase member numbers closer to TGG mature
estate levels (average easyGym 4,850 vs TGG 5,477) through focus on
TGG member service proposition and further investment into the
facilities;
-- roll-out of LIVE IT. multi-site membership proposition to
easyGym members; and
-- economies of scale from utilising TGG's existing
infrastructure.
o Acquisition further underpins TGG's aim to reach 200 sites by
2020.
-- Financial rationale:
o Well-invested sites requiring limited cost to rebrand (c.
GBP0.28 million per site).
o The 13 sites being acquired earned site EBITDA (excluding
central costs) of GBP4.3 million in the 12 months to 31 March 2018
with revenues of GBP12.9 million.
o Acquisition multiple of 5.7x LTM Mar-18 Site EBITDA.
o Upfront and deferred consideration deal structure ensures that
TGG does not overpay for assets.
o The post-transaction structure will represent opening leverage
of 1.2x(1) combined 2017 TGG EBITDA and easyGym LTM Mar-18 EBITDA
of GBP32.3million.
o The Acquisition on a standalone basis is expected to be
earnings enhancing in 2019.
It is the intention that 11 sites will be converted to The Gym
brand following assignment of the leases. The two sites requiring
lease extensions will have the right to continue to use the easyGym
brand. It is anticipated that post conversion maturity will be
reached in a shorter timeframe than a new build (average for
organic opening of 24 months). In addition, each conversion is
expected to cost GBP275,000, a lower cost than the Lifestyle
refurbishment cost per gym of GBP470,000. As with the Lifestyle
acquisition we are targeting 20%+ return on capital at maturity on
the easyGym transaction. Staff will also transfer to TGG and
easyGym will support the integration of the sites through a
Transitional Services Agreement ("TSA"). Completion of the
Acquisition is conditional upon, among other things, completion of
the Placing.
The Placing
The Company today announces its intention to undertake an equity
placing of new ordinary shares of 0.01 pence each in the Capital of
the Company (the "Placing Shares" and the "Placing"). The Placing
is intended to raise gross proceeds of GBP24 million (before
expenses).
The proceeds of the Placing will be used to part-fund the
Company's proposed acquisition, with the balance of the
Consideration to be funded from the Company's existing banking
facilities which have been extended as part of the Acquisition.
The Placing is not conditional upon completion of the
Acquisition. In the event that the Placing completes, but the
Acquisition does not complete, the Company will retain the net
proceeds of the Placing for potential investment opportunities and
general corporate purposes.
The Placing will allow the Group to maintain a strong balance
sheet.
Outlook
-- The Board is pleased with underlying business performance and
expects that a combination of the strong uptake from LIVE IT. and
the easyGym acquisition will be materially earnings enhancing in
2019 and beyond.
John Treharne, CEO of The Gym Group, commented:
"We are pleased to have reported another strong period of
growth. Our increasing membership level shows the attraction of our
business model whilst the sites that we have opened in H1 2018 are
trading well. Since completing the rollout, our LIVE IT. initiative
has had a very encouraging take-up.
"The easyGym portfolio of 13 well invested gyms is highly
complementary to our existing estate. We are confident they will
integrate quickly and easily into our existing business. In
addition, they will further enhance our market position in the low
cost market in London, as well as extending our geographic spread
across the UK. We have a significant opportunity to increase each
gym's membership through focus on member service, investment into
the facilities and through offering our premium pricing
proposition, LIVE IT., to more members. This acquisition
accelerates our expansion plans for 2018 as we advance towards our
goal of 200 gyms by 2020."
For further information, please contact
The Gym Group via Instinctif
John Treharne, CEO
Richard Darwin, CFO
Numis (Financial Adviser
and Broker)
Oliver Cardigan
Toby Adcock
Alasdair Abram 020 7260 1000
Instinctif
Matthew Smallwood
Justine Warren 0207 457 2020
(1) Net debt of GBP38.6 million calculated from a combination of
TGG's ending FY17 net debt (GBP37.5 million) and the incremental
debt (GBP1.1 million) that will be drawn down following completion
of the Acquisition for conversion capex.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this Announcement is being made on
behalf of the Company by Richard Darwin.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section below and the Appendix to this
Announcement (which forms part of this Announcement) which sets out
the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral or written offer to
acquire Placing Shares, will be deemed to have read and understood
this Announcement in its entirety (including the Appendix) and to
be making such offer on the terms and subject to the conditions
herein, and to be providing the representations, warranties,
agreements, confirmations, acknowledgements and undertakings
contained in the Appendix.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan or the Republic
of South Africa or to any persons in any of those jurisdictions or
any other jurisdiction where to do so would constitute a violation
of the relevant securities laws of such jurisdiction. This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for any shares in the capital of
the Company in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other state or jurisdiction in
which such offer or solicitation is not authorised or to any person
to whom it is unlawful to make such offer or solicitation. Any
failure to comply with these restrictions may constitute a
violation of securities laws of such jurisdictions. The Placing
Shares have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "US Securities
Act"), or with any securities regulatory authority of any state or
jurisdiction of the United States or under the securities laws or
with any securities regulatory authority of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold only outside the United States in "offshore
transactions" pursuant to Regulation S of the US Securities
Act.
All offers of Placing Shares will be made pursuant to an
exemption under the Prospectus Directive 2003/71/EC, as amended
from time to time, including by Directive 2010/73/EC to the extent
implemented in the relevant member state and includes any relevant
implementing directive measure in any member state (the "Prospectus
Directive") from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 ("FSMA") does not apply.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) persons in Member States of the Economic European Area
who are qualified investors within the meaning of article 2(1)(e)
of the Prospectus Directive ("Qualified Investors"); and (b) in the
United Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investments professional" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) persons
to whom it may otherwise be lawfully communicated; (all such
persons together being referred to as "Relevant Persons"). This
Announcement and the Appendix must not be acted on or relied on by
persons who are not Relevant Persons.
The Placing 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 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 for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the EEA.
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 has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by Numis Securities Limited
("Numis"), 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 any
interested person or its advisers, and any liability therefore is
expressly disclaimed. None of the information in this Announcement
has been independently verified or approved by Numis or any of its
partners, directors, officers, employees, advisers, consultants or
affiliates. Save for any responsibilities or liabilities, if any,
imposed on Numis by FSMA or by the regulator regime established
under it, no responsibility or liability is accepted by Numis or
any of its directors, officers, employees, advisers, consultants or
affiliates for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of
this Announcement or its contents or otherwise in connection with
this Announcement or from any acts or omissions of the Company in
relation to the Placing.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority ("FCA"), is acting for the
Company and no-one else in connection with the Placing and
Admission. Neither Numis nor its affiliates, partners, directors,
officers, employees or agents are responsible to anyone other than
the Company for providing the protections afforded to clients of
Numis or for providing advice in connection with the Placing and
Admission or for any other matters referred to herein
The distribution of this Announcement (including the Appendix)
and the offering of the Placing Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company,
Numis that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company,
Numis to inform themselves about, and to observe, such
restrictions.
Cautionary statements
This Announcement may contain and the Company may make
"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, 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. The information contained in this
Announcement is subject to change without notice and except as
required by applicable law or regulation (including to meet the
requirements of the Listing Rules, the Disclosure and Transparency
Rules, MAR, the Prospectus Rules and/or FSMA), 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 statements are based.
Statements contained in this Announcement regarding past trends or
activities should not be taken as representation that such trends
or activities will continue in the future. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this Announcement.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decisions to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Numis.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the
Official List of the main market of the London Stock Exchange
plc.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis has only procured 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX: PLACING TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS
FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF
DIRECTIVE 2003/71/EC, AS AMED FROM TIME TO TIME, INCLUDING BY
DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED IN THE RELEVANT
MEMBER STATE AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE")
("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II)
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III)
ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (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 THE SALE OR SUBSCRIPTION OR
A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES IN
THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the
securities laws of any state or other jurisdiction of the United
States. The Placing Shares are being offered and sold only outside
of the United States as defined in and in accordance with
Regulation S and otherwise in accordance with applicable laws.
There will be no public offer of the securities mentioned herein in
the United States.
This announcement 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, Japan, the Republic of South
Africa or any other jurisdiction in which such release publication
or distribution would be unlawful.
Each placee should consult with its own advisors as to legal,
tax, business and related aspects of a purchase of placing
shares.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
The Placing Shares have not been approved or disapproved by the
United States 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 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 for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the EEA.
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,
any Placee should read and understand the information provided in
the "Important Notice" section of this Announcement.
By participating in the Bookbuilding and the Placing, each
Placee will be deemed to have read and understood this Announcement
in its entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained 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 Placing Shares that are allocated to
it for the purposes of its business;
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 Placing 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 Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of Numis has been given to the offer or resale;
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
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. it is acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S of
the US Securities Act;
6. neither it, its affiliates, nor any persons acting on its
behalf, have engaged or will engage in any directed selling efforts
(as defined in Regulation S) with respect to the Placing Shares;
and it is not taking up the Placing Shares for resale in or into
the United States.
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 Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this Announcement, the announcement of the pricing of the
Placing (the "Result of Placing Announcement") (together, the
"Placing Documents") and any information publicly announced through
a regulatory information service ("RIS") by or on behalf of the
Company on or prior to the date of this Announcement including
(without limitation) the announcement relating to the Acquisition
released by the Company on the date of this Announcement (together,
the "Publicly Available Information") and subject to any further
terms set forth in the Form of Confirmation sent to Placees by
Numis to confirm their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents 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 Numis
or the Company or any other person and none of Numis, the Company
nor any other person acting on such person's behalf nor any of
their respective affiliates has or shall have any responsibility or
liability for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). 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. No Placee should consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax advisor
and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Numis is acting as bookrunner in connection with the Placing and
has entered into the Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the
Placing Agreement, Numis, as agent for and on behalf of the
Company, has agreed to use its reasonable endeavours to procure
placees for the Placing Shares.
The final number of Placing Shares at the Placing Price (as
defined below) will be set out in a share placing supplement agreed
between Numis and the Company following the Bookbuilding (the
"Placing Supplement").
The Placing is not underwritten by Numis. In accordance with the
terms of the Placing Agreement, subject to the execution of the
Placing Supplement, if Placees fail to take up their allocation of
Placing Shares at the Placing Price, Numis agrees to take up such
shares and the Company agrees to allot and issue such shares to
Numis, at the Placing Price and on the terms set out in the Placing
Agreement.
The Placing Shares will, when issued, be credited as fully paid
up and will be issued subject to the Company's articles of
association and 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 on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all pre-emption rights, claims, liens,
charges, encumbrances and equities.
Application for listing and admission to trading
Applications will be made to the FCA for admission of the
Placing Shares to the premium listing segment of the Official List
of the UK Listing Authority (the "Official List") and to the London
Stock Exchange plc (the "London Stock Exchange") for admission to
trading of the Placing Shares on its main market for listed
securities (together, "Admission").
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. BST on 18 June 2018 (or such later time or
date as Numis may agree with the Company, being no later than 8.30
a.m. BST on 25 June 2018) and that dealings in the Placing Shares
will commence at that time.
Bookbuilding
Numis will today commence the accelerated bookbuilding process
to determine demand for participation in the Placing by Placees
(the "Bookbuilding"). This Announcement gives details of the terms
and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
Numis and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuilding as they may, in their
sole discretion, determine.
Participation in, and principal terms of, the Placing
7. Numis is arranging the Placing as bookrunner and placing agent of the Company.
8. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Numis. Numis may itself agree to be a Placee in respect of all or
some of the Placing Shares or may nominate any member of its group
to do so.
9. The Bookbuilding, if successful, will establish a single
price payable to Numis (as applicable), as settlement agent for the
Company, by all Placees whose bids are successful (the "Placing
Price"). The number of Placing Shares and the Placing Price will be
agreed by Numis (in consultation with the Company) following
completion of the Bookbuilding. Subject to the execution of the
Placing Supplement, the Placing Price and the number of Placing
Shares to be issued will be announced on a Regulatory Information
Service ("RIS") following the completion of the Bookbuilding via
the Result of Placing Announcement.
10. To bid in the Bookbuilding, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at Numis. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at either the Placing Price which is ultimately established by the
Company and Numis, or at prices up to a price limit specified in
its bid. Bids may be scaled down by Numis on the basis referred to
in paragraph 8 below. Numis reserves the right not to accept bids
or to accept bids in part rather than in whole. The acceptance of
the bids shall be at Numis' absolute discretion, subject to
agreement with the Company.
11. The Bookbuilding is expected to close no later than 7.00
a.m. (BST) on 14 June 2018 but may be closed earlier or later at
the discretion of Numis. Numis may, in agreement with the Company,
accept bids that are received after the Bookbuilding has closed.
The Company reserves the right (upon the agreement of Numis) to
reduce the number of shares to be issued pursuant to the Placing,
in its absolute discretion.
12. Allocations of the Placing Shares will be determined by the
Company after consultation with Numis (the proposed allocations
having been supplied by Numis to the Company in advance of such
consultation). Subject to the execution of the Placing Supplement,
allocations will be confirmed orally by Numis and a Form of
Confirmation will be despatched as soon as possible thereafter.
Numis' oral confirmation to such Placee constitutes an irrevocable
legally binding commitment upon such person (who will at that point
become a Placee), in favour of Numis and the Company, to acquire
the number of Placing Shares allocated to it and to pay the Placing
Price in respect of such shares on the terms and conditions set out
in this Appendix and in accordance with the Company's articles of
association. A bid in the Bookbuilding will be made on the terms
and subject to the conditions in this Announcement (including this
Appendix) and will be legally binding on the Placee on behalf of
which it is made and except with Numis' consent, such commitment
will not be
capable of variation or revocation after the time at which it is
submitted.
13. Each Placee's allocation and commitment will be evidenced by
a Form of Confirmation issued to such Placee. The terms of this
Appendix will be deemed incorporated in that Form of
Confirmation.
14. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
15. All obligations under the Bookbuilding and the Placing will
be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
16. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
17. To the fullest extent permissible by law, neither Numis, nor
the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Numis, nor
the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Numis' conduct of the Placing.
18. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or Numis' conduct of the Placing.
19. All times and dates in this Announcement may be subject to
amendment. Numis shall notify the Placees and any person acting on
behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Numis' obligations under the Placing Agreement are
conditional on customary conditions, including (amongst others)
(the "Conditions"):
20. Admission occurring no later than 8.00 a.m. BST on 18 June
2018 (or such later time or date as Numis may agree with the
Company, being no later than 8.30 a.m. BST on 25 June 2018) (the
"Closing Date");
21. the Acquisition Documents not having lapsed or terminated;
22. the delivery by the Company to Numis of a certificate signed
by a Director for and on behalf of the Company not later than 5.00
p.m. BST on the Business Day immediately prior to the date on which
Admission is expected to occur (and dated as of such date); and
23. the Company having complied with all of its obligations
under the Placing Agreement which fall to be performed or satisfied
prior to Admission to the extent material in the context of the
Placing and Admission.
Numis may, at its discretion and upon such terms as it thinks
fit, waive compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the Conditions or
extend the time or date provided for fulfilment of any such
Conditions in respect of all or any part of the performance
thereof. The condition in the Placing Agreement relating to
Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by Numis by the relevant time or date specified
(or such later time or date as Numis may agree with the Company,
being no later than 8.30 a.m. BST on 25 June 2018); or (ii) the
Placing Agreement is terminated in the circumstances specified
below under "Right to terminate under the Placing Agreement", the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by it or on its behalf (or any person on whose behalf the
Placee is acting) in respect thereof.
Neither Numis, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees 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 they
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any Condition to the Placing, nor for
any decision they may make as to the satisfaction of any Condition
or in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of Numis.
Right to terminate under the Placing Agreement
Numis is entitled, at any time before Admission, to terminate
the Placing Agreement in accordance with its terms in certain
circumstances, including (amongst other things):
24. where there has been a breach by the Company of any of the
warranties in the Placing Agreement;
25. the Company fails to comply with any provision of the
Placing Agreement or the Acquisition Documents that is material in
the context of the Placing and/or Admission;
26. if any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time
provided in the Placing Agreement and have not been waived if
capable of being waived by Numis; or
27. the occurrence of a material adverse change or certain force majeure events.
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by Numis of any right of termination or of any other
discretion under the Placing Agreement shall be within the absolute
discretion Numis and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise and (ii) its rights and obligations terminate only
in the circumstances described above under "Right to terminate
under the Placing Agreement" and "Conditions of the Placing", and
its participation will not be capable of rescission or termination
by it after oral confirmation by Numis of the allocation and
commitments following the close of the Bookbuilding.
Restriction on Further Issue of Shares
The Company has undertaken to Numis that, between the date of
the Placing Agreement and 90 days after Admission, it will not,
without the prior written consent of Numis not offer to issue,
grant any option for the issuance of, or otherwise dispose of or
transfer, or announce any intention to do so, in a public offering
or by way of private placement, any Ordinary Shares or any
securities convertible into Ordinary Shares provided that the
foregoing restrictions shall not restrict the ability of the
Company or any other member of the Group during the Restricted
Period to: (i) any Ordinary Shares issued or options or awards as
appropriate granted or to be granted under the Company's existing
share option schemes; (ii) any Ordinary Shares issued in respect of
options, warrants or convertibles outstanding at the date hereof;
and (iii) the allotment and issue of the Placing Shares pursuant to
the Placing and subject to the terms of this agreement.
By participating in the Placing, Placees agree that the exercise
by Numis of any power to grant consent to the undertaking by the
Company of a transaction which would otherwise be subject to the
restrictive provisions on further issuance under the Placing
Agreement shall be within the absolute discretion of Numis and that
it need not make any reference to, or consult with, Placees and
that it shall have no liability to Placees whatsoever in connection
with any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BZBX0P70) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. Numis reserve the right to require
settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that they may deem
necessary if delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuilding, each Placee to be
allocated Placing Shares in the Placing will be sent a Form of
Confirmation stating the number of Placing Shares allocated to them
at the Placing Price, the aggregate amount owed by such Placee to
Numis and settlement instructions. Each Placee agrees that it will
do all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it
has in place with Numis.
The Company will deliver the Placing Shares to a CREST account
operated by Numis as agent for the Company and Numis will enter its
delivery instruction into the CREST system. The input to CREST by a
Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement in respect of the Placing Shares
will take place on 18 June 2018 on a delivery versus payment
basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Numis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Numis may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Numis' account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and will be required to bear
any stamp duty or stamp duty reserve tax or other taxes or duties
(together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares
on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the Form of
Confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
issued in a Placee's name or that of its nominee or in the name of
any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. If there are any
circumstances in which any stamp duty or stamp duty reserve tax or
other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer
of or agreement to transfer Placing Shares), neither Numis nor the
Company shall be responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Numis (in its capacity as bookrunner and placing agent of the
Company in respect of the Placing) and the Company, in each case as
a fundamental term of their application for Placing Shares, the
following:
28. it has read and understood this Announcement in its entirety
and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and 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 the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
29. the Ordinary Shares are listed on the premium listing
segment of the Official List and are admitted to trading on the
main market of the London Stock Exchange and that the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of the FCA,
which includes a description of the Company's business and the
Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded companies, without undue difficulty;
30. to be bound by the terms of the articles of association of the Company;
31. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither Numis nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax or other
similar taxes or duties imposed in any jurisdiction (including
interest and penalties relating thereto) ("Indemnified Taxes").
Each Placee and any person acting on behalf of such Placee agrees
to indemnify the Company and Numis on an after-tax basis in respect
of any Indemnified Taxes;
32. neither Numis nor any of its affiliates, agents, directors,
officers and employees accepts any responsibility for any acts or
omissions of the Company or any of the directors of the Company or
any other person (other than Numis) in connection with the
Placing;
33. time is of the essence as regards its obligations under this Announcement;
34. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Numis;
35. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such Documents to any person;
36. no prospectus or other offering document is required under
the Prospectus Directive, nor will one be prepared in connection
with the Bookbuilding, the Placing or the Placing Shares and it has
not received and will not receive a prospectus or other offering
document in connection with the Bookbuilding, the Placing or the
Placing Shares;
37. in connection with the Placing, Numis and any of its
affiliates acting as an investor for its own account may subscribe
for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to Numis or any of their
affiliates acting in such capacity;
38. Numis and its affiliates may enter into financing
arrangements and swaps with investors in connection with which
Numis and any of its affiliates may from time to time acquire, hold
or dispose of such securities of the Company, including the Placing
Shares;
39. Numis does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory
obligation to do so;
40. Numis does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
41. its participation in the Placing is on the basis that it is
not and will not be a client of Numis in connection with its
participation in the Placing and that Numis has no duties or
responsibilities to it for providing the protections afforded to
its clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
42. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Numis nor its affiliates,
agents, directors, officers or employees nor any person acting on
behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or
statement contained in, or omission from, this Announcement, the
Publicly Available Information or otherwise nor will they be liable
for any Placee's decision to participate in the Placing based on
any information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
43. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 15(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
44. it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by any of Numis or the Company nor any of their
respective affiliates, agents, directors, officers or employees
acting on behalf of any of them (including in any management
presentation delivered in respect of the Bookbuilding) with respect
to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of any information contained in the
Placing Documents, or the Publicly Available Information or
otherwise;
45. neither Numis, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, nor will provide, it
with any material or information regarding the Placing Shares or
the Company or any other person other than the information in the
Placing Documents or the Publicly Available Information; nor has it
requested any of Numis, the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such material or information;
46. neither Numis nor the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
47. it may not rely, and has not relied, on any investigation
that Numis, any of its affiliates or any person acting on their
behalf, may have conducted with respect to the Placing Shares, the
terms of the Placing or the Company, and none of such persons has
made any representation, express or implied, with respect to the
Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in the Placing
Documents, the Publicly Available Information or any other
information;
48. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to Numis for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
49. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
50. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(h) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(i) will remain liable to the Company and/or Numis for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another
person);
51. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations and that
it has not taken any action or omitted to take any action which
will or may result in Numis, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
52. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
53. it irrevocably appoints any duly authorised officer of Numis
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 Placing
Shares for which it agrees to subscribe for upon the terms of this
Announcement;
54. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States, Australia, Canada, Japan or the
Republic of South Africa, or any state, province, territory or
jurisdiction thereof;
55. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, Numis or any person acting on
behalf of the Company or Numis that would, or is intended to,
permit a public offer of the Placing Shares in the United States,
Australia, Canada, Japan or the Republic of South Africa or any
country or jurisdiction, or any state, province, territory or
jurisdiction thereof, where any such action for that purpose is
required;
56. no action has been or will be taken by any of the Company,
Numis or any person acting on behalf of the Company or Numis that
would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
57. unless otherwise specifically agreed with Numis, it is not
and at the time the Placing Shares are subscribed for, neither it
nor the beneficial owner of the Placing Shares will be, a resident
of, nor have an address in, Australia, Japan, the Republic of South
Africa or any province or territory of Canada;
58. it may be asked to disclose in writing or orally to Numis:
(j) if he or she is an individual, his or her nationality; or
(k) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
59. it, and any prospective beneficial owner for whose account
or benefit it is purchasing the Placing Shares (i) is acquiring the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S of the US Securities Act; and (ii)
has not been offered to purchase or subscribe for Placing Shares by
means of any "directed selling efforts" as defined in Regulation S
of the US Securities Act;
60. it understands that the Placing Shares have not been, and
will not be, registered under the US 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 US Securities Act
or pursuant to an exemption from the registration requirements of
the US Securities Act and in accordance with applicable state
securities laws;
61. 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 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;
62. if in a member state of the EEA, unless otherwise
specifically agreed with Numis in writing, it is a Qualified
Investor;
63. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Directive;
64. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, the Placing Shares subscribed for
by it in the Placing 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 prior consent of Numis
has been given to each proposed offer or resale;
65. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
66. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, 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 Financial Services and Markets Act 2000, as amended
("FSMA");
67. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by Numis 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 a
financial promotion by an authorised person;
68. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR) in respect of anything done in, from or otherwise involving,
the United Kingdom);
69. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
70. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA 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;
71. in order to ensure compliance with the Regulations, Numis
(for itself and as agent on behalf of the Company) or the Company's
registrars may, in its absolute discretion, require verification of
its identity. Pending the provision to Numis or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
Numis's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed Numis's
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identify Numis (for itself and as agent on behalf
of the Company) or the Company's registrars have not received
evidence satisfactory to them, either Numis and/or the Company may,
at its absolute discretion, terminate its commitment in respect of
the Placing, 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;
72. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a 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 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
73. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as Numis may in its sole discretion determine
and without liability to such Placee, who will remain liable for
any amount by which the net proceeds of such sale falls short of
the product of the relevant Placing Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty,
stamp duty reserve tax or other taxes or duties (together with any
interest, fines or penalties) imposed in any jurisdiction which may
arise upon the sale of such Placee's Placing Shares;
74. any money held in an account with Numis on behalf of the
Placee and/or any person acting 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 Numis's money in accordance with the client money
rules and will be held by it under a banking relationship and not
as trustee;
75. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Numis or the Company may call
upon it to subscribe for a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned
maximum;
76. neither Numis, nor any of its affiliates, nor any person
acting on behalf of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing;
77. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(l) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(m) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(n) disclosed such information to any person, prior to the
information being made publicly available;
78. the rights and remedies of the Company and Numis under the
terms and conditions in this Announcement are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others; and
79. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or Numis 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.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as Numis and are irrevocable. Numis,
the Company and their respective affiliates and others will rely
upon the truth and accuracy of the foregoing representations,
warranties, confirmations, acknowledgements, agreements and
undertakings. Each prospective Placee, and any person acting on
behalf of such Placee, irrevocably authorises the Company and Numis
to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, Numis and 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 Announcement or incurred by Numis, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placees'
obligations as set out in this Announcement, and further agrees
that the provisions of this Announcement shall survive after
completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor Numis will
be responsible and the Placees shall indemnify the Company and
Numis on an after-tax basis for any stamp duty or stamp duty
reserve tax or other similar taxes or duties (together with
interest, fines and penalties) in any jurisdiction paid by the
Company or Numis in respect of any such arrangements or dealings.
If this is the case, each Placee should seek its own advice and
notify Numis accordingly. Placees are advised to consult with their
own advisers regarding the tax aspects of the subscription for
Placing Shares.
The Company and Numis are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition
by Placees, including any taxes arising otherwise than under the
laws of any country in the EEA. Each prospective Placee should,
therefore, take its own advice as to whether any such tax liability
arises and notify Numis and the Company accordingly. Furthermore,
each prospective Placee agrees to indemnify on an after-tax basis
and hold each of Numis and/or the Company and their respective
affiliates harmless from any and all interest, fines or penalties
in relation to stamp duty, stamp duty reserve tax and all other
similar duties or taxes in any jurisdiction to the extent that such
interest, fines or penalties arise from the unreasonable default or
delay of that Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
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. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
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 Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the premium
segment of the main market, a market operated by the London Stock
Exchange plc.
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, the Placing Documents.
APPENDIX II
DEFINITIONS
The following definitions apply in Appendix I to this
Announcement, and as the context shall admit, in the
Announcement:
Acquisition Documents The agreement under which
the Company will acquire
the Business
Announcement this Announcement, including
this Appendix and the
terms and conditions
set out herein
Bookbuilding the bookbuilding process
to be conducted by Numis
to arrange participation
by Placees in the Placing
BST British Summer Time
Business the B sites operated
under the easyGym brand
to be acquired pursuant
to the Acquisition Documents
Company The Gym Group plc
CREST the computerised settlement
system to facilitate
transfer of the title
to an interest in securities
in uncertificated form
operated by Euroclear
UK & Ireland
EEA European Economic Area
Euroclear UK & Ireland Euroclear UK & Ireland
Limited
FCA the Financial Conduct
Authority
Form of Confirmation the form of confirmation
or contract note made
between Numis (as the
case may be) and the
Placees which incorporate
by reference the terms
and conditions of the
Placing contained in
this Announcement
FSMA the Financial Services
and Markets Act 2000
Group the Company and its subsidiary
undertakings (and "Group
Company" shall be construed
accordingly)
Listing Rules means the publication
entitled "The Listing
Rules" produced by the
FCA and incorporating
the listing rules made
by the FCA for the purposes
of Part VI of the FSMA
and in the exercise of
its functions in respect
of the admission of securities
to the Official List
otherwise than in accordance
with Part VI of the FSMA
London Stock Exchange London Stock Exchange
plc
MAR the EU Market Abuse Regulation
(2014/596/EU)
Numis Numis Securities Limited
Official List means the Official List
of the FCA, being the
list maintained by the
FCA in accordance with
Section 74(1) of the
FSM Act for the purposes
of Part VI of the FSM
Act
Ordinary Shares ordinary shares of 0.01
pence each in the capital
of the Company
Placees persons who agree to
subscribe for Placing
Shares at the Placing
Price
Placing the conditional placing
of the Placing Shares
by Numis on behalf of
the Company at the Placing
Price, in accordance
with the Placing Agreement
Placing Agreement the agreement dated 13
June 2018 between the
Company and Numis relating
to the Placing
Placing Price The price payable per
Placing Share to be agreed
between the Company and
Numis
Placing Shares the new Ordinary Shares
to be issued pursuant
to the Placing
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
TSTGGUWUQUPRGQW
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June 13, 2018 12:05 ET (16:05 GMT)
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