TIDMHAT
RNS Number : 0936E
H&T Group PLC
01 July 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, JAPAN, NEW
ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 ("MAR").
1 July 2019
H&T Group plc
Acquisition and Placing
H&T Group plc ("H&T" or the "Company"), the UK's leading
pawnbroker, today announces the proposed acquisition (the
"Acquisition") of 65 trading stores (the "Trading Stores") and a
further 29 pledge books (the "Pledge Books", together the
"Assets"), from The Money Shop, the trading name for Instant Cash
Loans Limited and TM Sutton Limited (the "Vendor").
The initial cash consideration (the "Consideration") is circa.
GBP10.6m, subject to completion date asset value confirmation and
of which GBP1.75m is subject to certain conditions and deferred for
up to 12 months. In addition to this sum, circa. GBP4.0m of working
capital and cash is required on completion to fund the operation of
the Trading Stores.
The Company intends to finance the Acquisition and associated
additional cash requirements from its existing banking facilities
(c.GBP8.6m) and the issuance of new equity (c.GBP6.0m).
Accordingly, H&T announces its intention to conduct a
non-pre-emptive cash placing to raise gross proceeds of GBP6.0m
(the "Placing").
Acquisition highlights and rationale:
-- Financially accretive and strategically attractive opportunity
to strengthen H&T's market position
-- Rare and significant opportunity to acquire a complementary
portfolio of stores, consistent with the Group's vision
of being the premium provider of alternative credit in
the UK
-- Almost identical product offering
-- New customer acquisition enhanced by trading from new
sites, with customer growth further bolstered by investment
into the multi-channel approach and digital funnel
-- Potential for further upside under new ownership, via
a number of key growth drivers:
o Removal of previous cash constraints will unlock
trading benefits
o Pledge book growth in line with management's new
store model
o Migration of additional services when transferring
pledge books
o The introduction of unsecured lending
o Improved staff training and skilled management input
improving product delivery and customer service
o Existing support structure leveraged to maximise
cost efficiency and minimise impact on overheads
-- The Placing is being conducted through an accelerated
bookbuild to raise gross proceeds of up to GBP6.0m and
will open with immediate effect following this announcement.
In addition to the Placing, H&T will be using its renewed
GBP35.0m Lloyds Term Loan to fund the balance of the
Consideration, costs associated with the Acquisition
and related working capital requirements. The full breakdown
of the use of funds is as follows:
o Circa. GBP9.0m attributable to the Trading Stores
- of which, GBP1.75m will be held in escrow for
a maximum of 12 months as property leases are transferred
and certain other conditions satisfied
o Circa. GBP1.6m for the Pledge Books
o Circa. GBP4.0m for initial working capital (GBP2.1m
in store cash, GBP1.2m retail window stock, GBP0.7m
IT equipment) in relation to the opportunity
-- The Acquisition is expected to be earnings-enhancing
in the first full year of ownership, comfortably exceeding
the return of capital hurdle rate in the first full-year,
and the continued strong cash generation of the enlarged
group delivers rapid deleveraging
Completion of the acquisition of the Trading Stores (but not the
Pledge Books) is conditional only upon completion of the
Placing.
John Nichols, CEO of H&T, said:
"This is an important acquisition to continue our growth in the
alternative credit sector and to establish H&T as one of the
UK's leading providers of financial services. These new stores fill
geographical gaps in our UK coverage not only from a high street
presence but assists our digital fulfilment of our product range. I
am also very pleased to be able to welcome the management and staff
to the H&T family, and I am confident they will flourish with
us."
Other information
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 John Nichols, Chief Executive. In
addition, market soundings (as defined in MAR) were taken in
respect of the Placing with the result that certain persons became
aware of inside information (as defined in MAR), as permitted by
MAR. This inside information is set out in this Announcement.
Therefore those persons that received inside information in a
market sounding are no longer in possession of such inside
information relating to the Company and its securities.
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 and details of the
Bookbuild. 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.
For further information, please contact:
H&T Group plc
Tel: 0870 9022 600
John Nichols, Chief Executive
Richard Withers, Interim Finance Director
Numis Securities (Broker and Nominated Adviser)
Tel: 020 7260 1000
Luke Bordewich
Oliver Cox
Haggie Partners (Public Relations)
Damian Beeley
Tel: 020 7562 4444
Information on the Assets
The proposed transaction involves an acquisition of 65 stores
throughout the UK representing some but not all of the stores owned
by the Vendor as well as 29 additional pledge books relating to
stores that will be closed by the Vendor.
Of the 65 properties to be included in the transaction, 64
operate on leases with an average rent of <GBP22k. 34 of those
leases will have expired or are due for re-negotiation in the next
18 months.
The Trading Stores provide a complementary offering to H&T's
products and services, further improving national coverage, and
enhancing their existing proposition which consists of;
pawnbroking, cash for gold, foreign exchange, cheque cashing and
Western Union.
The Trading Stores' revenue for the 12-month period ended 28
February 2019 was GBP9.9m, producing PBT of GBP2.6m. The revenue is
largely split between pawnbroking (38.3%) and foreign exchange
(28.7%), with the balance split between cheque cashing, Western
Union and cash for gold. As at 28 February 2019, the Trading
Stores' balance sheet included a loan book of GBP5.0m, cash at bank
of GBP0.9m and Western Union net payables of GBP(0.4)m, although
the latter will be settled by the Vendor as it is not an obligation
assumed by H&T as part of the transaction.
In addition to the Trading Stores, the Group is acquiring 29
pledge books that can be transferred into the existing H&T
estate, which are attached to a circa. GBP1.6m loan book. The
Company expects the pledge books to lead incremental profitability
once transferred across to the existing H&T estate.
Acquisition rationale
The acquisition is consistent with the Company's vision of being
the premium provider of alternative credit in the UK, presenting a
significant and well-controlled opportunity to expand the Company's
national footprint into complementary geographies.
The Acquisition substantially enhances H&T's leading
position in the alternative credit market, and follows the
Company's stated strategy of increasing its revenues in pawnbroking
and growing its personal loan book.
There are a number of clear growth levers to drive improved
profitability from the Assets:
-- Pledge book growth in line with management's new store
model
-- Migration of additional services when transferring pledge
books
-- The introduction of unsecured lending
-- Improved staff training and skilled management input
improving product delivery and customer service
-- Existing support structure leveraged to maximise cost
efficiency and minimise impact on overheads
H&T expects to integrate the Assets quickly into its
business model to accelerate its growth trajectory. After which,
H&T's conservative expansionary capex for estate growth and
development is expected continue, having allowed for
transition.
The Acquisition is expected to be earnings enhancing in the
first full year of ownership, comfortably exceeding the return of
capital hurdle rate in the first full-year.
The Acquisition is being part-funded from the Placing to allow
the Company to maintain a strong balance sheet, with the strong
cash generation of the enlarged business delivering rapid
deleveraging.
Details of the Placing
The Placing is subject to the terms and conditions set out in
the Appendix. Numis Securities Limited ("Numis") will commence a
bookbuilding process in respect of the Placing ("Bookbuild"). The
book will open with immediate effect following this
announcement.
The proceeds of the Placing and renewed GBP35.0m Lloyds Term
Loan, will be used to fund the Consideration, costs associated with
the Acquisition and related working capital requirements. The
acquisition of the Trading Stores is conditional upon the
completion of the Placing.
The price per ordinary share at which the Placing Shares
(defined below) are to be placed (the "Placing Price") will be
decided at the close of the Bookbuild. The timing of the closing of
the Bookbuild, the Placing Price and allocations are at the
discretion of H&T and Numis. When issued, the Placing Shares
will be credited as fully paid and will rank pari passu in all
respects with the existing ordinary shares of 5 pence each in the
share capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of such shares after the date of issue of the Placing
Shares.
Application will be made to the London Stock Exchange for the
admission of the Placing Shares to trading on AIM ("Admission").
Admission is expected to take place at 8.00am on 4 July 2019 (or
such later date as may be agreed between the Company and Numis) and
dealings in the Placing Shares will commence at that time. The
Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated prior to Admission.
Further details of the Placing and the Bookbuild are set out in the
Appendix.
Robust current trading
Trading results YTD are in-line with the Board's expectations as
demand for small, simple, short term loans remains strong, across
both secured and unsecured products.
The Company has developed and continue to improve its platform
for growth, which it is leveraging to become the leading provider
of alternative credit services to a growing customer base.
About H&T - www.handt.co.uk
H&T Pawnbrokers began serving communities in London in 1897.
Since then it has expanded to become one of the oldest and leading
pawnbrokers in the UK.
Presence on the high street and excellent customer service to a
localised customer base, have always underpinned H&T's
approach. H&T operates in a fast-moving, competitive
environment. It will continue to succeed by focussing on customer
needs, training, developing and retaining key staff, developing
existing and new products and expanding its distribution
channels.
H&T provide a wide range of services but at the core is the
provision of money to its customer base, whether through a loan or
the sale of an asset.
The Company is listed on the LSE AIM (HAT.L).
Important Notices
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, or by any of its
partners, directors, officers, employees, advisers, consultants,
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.
This Announcement does not constitute or form part of an o er to
sell or issue or a solicitation of an o er to buy, subscribe for or
otherwise acquire any securities in any jurisdiction including,
without limitation, the United States, Australia, Canada, Japan,
New Zealand, the Republic of South Africa or any other jurisdiction
in which such o er or solicitation would be unlawful.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered,
sold, delivered or transferred, directly or indirectly, in or into
the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. The
Company does not intend to register any portion of the issue in the
United States or to conduct a public offering of securities in the
United States.
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, affiliates
or agents. 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 partners, directors, officers, employees, advisers,
consultants, affiliates or agents 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 FCA, is acting solely for the Company and no-one else in
connection with the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
transactions and arrangements described in this Announcement.
Neither Numis nor its partners, directors, officers, employees,
advisers, consultants, affiliates 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 contents of this Announcement or for any other matters
referred to herein.
Cautionary statements
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. 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 AIM 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.
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
table of definitions
Throughout this Announcement (defined below) the following words
and expressions shall have the meanings given to them below:
Acquisition the Asset Purchase Agreement and Pledge Book Purchase
Agreements Agreement.
Asset Purchase the conditional agreement between for the sale
Agreement and purchase of certain business and assets of
T. M. Sutton Limited and Instant Cash Loans Limited
between Harvey & Thompson Limited, T. M. Sutton
Limited, Instant Cash Loans Limited and Aurajoki
Holdings UK Limited.
AIM AIM, a market operated by the London Stock Exchange.
AIM Rules the AIM Rules for Companies published by the London
Stock Exchange.
Company H & T Group Plc.
FCA the UK Financial Conduct Authority.
Group the Company and its subsidiary undertakings.
LIBOR the London Inter-bank Offered Rate.
MAR the European Union Market Abuse Regulation (2014/596/EU).
Numis Numis Securities Limited.
Ordinary Shares ordinary shares of 5p each in the capital of the
Company.
Placees the persons procured by Numis to subscribe for
Placing Shares in accordance with the Placing
Agreement and references to a "Placee" shall be
construed accordingly.
Placing the placing of the Placing Shares in accordance
with the Placing Agreement and as set out in this
Announcement.
Placing Agreement the placing agreement entered into between Numis
and the Company dated on or about the date of
this Announcement.
Placing Shares such number of new Ordinary Shares as agreed between
the Company and Numis as set out in the Placing
Supplement.
Pledge Book the agreement for the sale and purchase of certain
Purchase Agreement business and assets of Instant Cash Loans Limited
between Instant Cash Loans Limited and Harvey
& Thompson Limited
Target Assets the certain business and assets of T. M. Sutton
Limited and Instant Cash Loans Limited to be purchased
by Harvey & Thompson Limited pursuant to the Acquisition
Agreements.
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING 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 OF
ANY SECURITIES IN THE COMPANY.
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 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 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 (i) outside of the United States in
accordance with Regulation S under the US Securities Act
("Regulation S") and (ii) within the United States solely to
investors reasonably believed to be "qualified institutional
buyers" ("QIBs") as defined in Rule 144A under the US Securities
Act pursuant to an exemption from, or in transactions not subject
to, the registration requirements of the US Securities Act. 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
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.
The distribution of this Announcement and/or the Placing and/or
the issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Numis
or any of their respective affiliates, agents, directors, officers
or employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Numis to inform themselves about and to observe any
such restrictions.
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, 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 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,
you should read and understand the information provided in the
"Important Notice" section of this Announcement.
By participating in the Bookbuild 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; and
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 has authority to exercise, and
is exercising, 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;
5. except as otherwise permitted by the Company and subject
to any available exemptions from applicable securities
laws, it (and any person on whose account it is acting,
as referred to in paragraph 4 above) is either (i)
located outside the United States and is acquiring
the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S; or
(ii) a QIB and is acquiring the Placing Shares pursuant
to an exemption from, or in transactions not subject
to, the registration requirements of the US Securities
Act and will duly execute a US investor letter and
deliver the same to Numis or its affiliates.
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 "Placing Results Announcement") (together, the
"Placing Documents") and any other 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 (the
"Publicly Available Information") and subject to any further terms
set forth in the contract note sent to individual Placees.
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 neither Numis nor 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. 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 today 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 and the Placing Price (as
defined below) will be set out in a share placing supplement agreed
between Numis and the Company following the Bookbuild (the "Placing
Supplement").
In accordance with the terms of the Placing Agreement, 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. However,
Numis is not obliged to take up any shares if and to the extent
that it has been unable to procure Placees in respect of such
Placing Shares.
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 claims, liens, charges, encumbrances
and equities.
Application for admission to trading
Application will be made to the London Stock Exchange plc (the
"London Stock Exchange") for the admission of the Placing Shares to
trading on AIM ("Admission").
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. (London time) on 4 July 2019 (or such later
time and/or date as Numis may agree with the Company) and that
dealings in the Placing Shares will commence at that time.
Bookbuild
Numis will today commence the accelerated bookbuilding process
to determine demand for participation in the Placing by Placees
(the "Bookbuild"). 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 shall be entitled to effect the Placing by such
alternative method to the Bookbuild as it may, in its absolute
discretion following consultation with the Company, determine.
Participation in, and principal terms of, the Placing and the
Bookbuild
1. Numis is arranging the Placing as bookrunner and placing
agent of the Company. 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.
2. The Bookbuild, if successful, will establish a single
price payable to Numis as agent for the Company by all
Placees whose bids are successful (the "Placing Price").
The Placing Price and the number of Placing Shares will
be determined by Numis (in consultation with the Company)
following completion of the Bookbuild. 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 RIS following the completion of the Bookbuild
via the Placing Results Announcement.
3. To bid in the Bookbuild, Placees should communicate
their bid by telephone 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
7 below.
4. A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will
be legally binding on the Placee on behalf of which
it is made and except with Numis' consent will not be
capable of variation or revocation after the time at
which it is submitted. Each Placee will also have an
immediate, separate, irrevocable and binding obligation,
owed to the Company and Numis, to pay to them (or as
Numis may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing
Shares that such Placee has agreed to subscribe for
and the Company has agreed to allot and issue to that
Placee. Each prospective Placee's obligations will be
owed to the Company and Numis.
5. The Bookbuild is expected to close by 1 July 2019, but
may be closed earlier or later at the discretion of
Numis and the Company. Numis may, in agreement with
the Company, accept bids, either in whole or in part,
that are received after the Bookbuild has closed.
6. Numis may choose to accept bids, either in whole or
in part, on the basis of allocations determined in consultation
with the Company and may scale down any bids for this
purpose on such basis as they may determine. Numis may
also, notwithstanding paragraphs 4 and 5 above, and
subject to prior agreement with each other, (a) allocate
Placing Shares after the time of any initial allocation
to any person submitting a bid after that time and (b)
allocate Placing Shares after the Bookbuild has closed
to any person submitting a bid after that time.
7. Allocations of the Placing Shares will be determined
by Numis after consultation with the Company (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 contract note 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.
Except with Numis' consent, such commitment will not
be capable of variation or revocation after the time
at which it is submitted.
8. Each Placee's allocation and commitment will be evidenced
by a contract note issued to such Placee by Numis. The
terms of this Appendix will be deemed incorporated in
that contract note.
9. 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".
10. All obligations under the Bookbuild 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".
11. 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
under "Right to terminate under the Placing Agreement"
and will not be capable of rescission or termination
by the Placee.
12. 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 or of such alternative method of effecting
the Placing as Numis and the Company may determine.
13. 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.
14. 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"):
1. certain announcement obligations;
2. Admission occurring no later than 8.00 a.m. (London
time) on 4 July 2019 (or such later time and/or date,
not being later than 8.00 a.m. (London time) on 18 July
2019, as Numis may otherwise agree with the Company)
(the "Closing Date");
3. the warranties contained in the Placing Agreement being
true and accurate and not misleading as at the date
of the Placing Agreement and immediately prior to Admission,
by reference to the facts and circumstances then subsisting;
4. the Company having complied with all of its obligations
under the Placing Agreement which fall to be performed
or satisfied on or prior to Admission;
5. the execution and delivery of the Placing Supplement;
6. the Acquisition Agreements being duly executed, becoming
unconditional (save for Admission), not having been
terminated or rescinded in accordance with its terms;
7. the Company having delivered evidence to Numis' satisfaction
(acting in good faith) that it has funds immediately
available of not less than GBP9 million (excluding any
proceeds to be received pursuant to the Placing);
8. in the good faith opinion of Numis, there having been
no material adverse change in, or any development including
a prospective material adverse change in, or affecting,
the condition (financial, operational, legal or otherwise)
or the earnings, management, business affairs, solvency,
credit rating or prospects of the Company or the Group
(taken as a whole) or the Target Assets (to the extent
applicable) whether or not arising in the ordinary course
of business ("Material Adverse Change") since the date
of the Placing Agreement (whether or not foreseeable
at the date of the Placing Agreement).
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. Neither of the conditions in the Placing Agreement
relating to Admission taking place nor the Placing Supplement being
executed may 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 the Company and Numis may agree); 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):
1. if the Company has failed to comply with any of its
obligations contained in the Placing Agreement in any
material respect;
2. 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;
3. if any of the warranties contained within the Placing
Agreement are not, or cease to be, true accurate and
not misleading;
4. in the opinion of Numis (acting in good faith) the occurrence
of a Material Adverse Change (whether or not foreseeable
at the date of the Placing Agreement); and
5. in the opinion of Numis (acting in good faith) the occurrence
of 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 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 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 Bookbuild.
Lock-up Arrangements
The Company has undertaken to Numis that, between the date of
the Placing Agreement and 120 days after the Closing Date, it will
not, without the prior written consent of Numis, allot or issue any
Ordinary Shares (or any other shares or securities in the capital
of the Company) or issue any options over Ordinary Shares (or any
securities exchangeable for, or convertible into, Ordinary Shares
or other shares or securities in the capital of the Company save
for the issue of any options pursuant to (and in accordance with
the rules of) the Company's existing share option or share
incentive schemes or for the issue of Ordinary Shares pursuant to
the exercise of any options under such schemes and provided that
the foregoing lock-up arrangements shall not prevent or restrict
the allotment and issue of Placing Shares to Placees pursuant to
the Placing.
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
lock-up provisions 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:
GB00B12RQD06) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. Numis reserves the right to require
settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that it 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 Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a contract
note in accordance with the standing arrangements in place with
Numis 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 4 July 2019 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 contract note 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 underwriter of the Placing Shares,
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:
General
1. it has read and understood this Announcement in its
entirety and that its subscription for Placing Shares
is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements
and undertakings and other information contained herein
and 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;
2. the Ordinary Shares are listed on AIM and that the
Company is therefore required to publish certain business
and financial information in accordance with the rules
and practices under the AIM Rules, 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
access to such information or comparable information
concerning other publicly traded companies, in each
case without undue difficulty;
3. 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;
4. neither Numis nor any of its affiliates agents, directors,
officers or 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;
5. time is of the essence as regards its obligations under
this Announcement;
6. 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;
No distribution of Announcement
7. 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 materials to any
person;
No prospectus
8. no prospectus or other offering document is required
under the Prospectus Directive, nor has or will one
be prepared in connection with the Bookbuild, 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 Bookbuild, the Placing or the
Placing Shares;
Purchases by Numis for its own account
9. 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 its affiliates acting
in such capacity;
10. 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;
11. 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;
No fiduciary duty or client of Numis
12. 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;
13. 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;
No responsibility of Numis for information
14. the content of the Placing Documents and the Publicly
Available Information 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, the Placing Documents, the Publicly
Available Information or otherwise nor will it be liable
for any Placee's decision to participate in the Placing
based on any information, representation, warranty
or statement contained in the Placing Documents, 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;
Reliance on information regarding the Placing
15.
a) the only information on which it is entitled to
rely on 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;
b) it has neither received nor relied on any other
information given, or representations, warranties
or statements, express or implied, made, by Numis
nor 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 Bookbuild)
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;
c) 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 Numis, the Company, or either of
their respective affiliates or any person acting
on behalf of either of them to provide it with
any such material or information; and
d) 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;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any investigation
that Numis, any of its affiliates or any person acting
on its 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;
17. 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;
Capacity and authority
18. 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;
19. it is acting as principal only in respect of the Placing
or, if it is acting for any other person, it:
a) is duly authorised to do so and has full power
to make the acknowledgments, warranties, representations,
undertakings and agreements herein on behalf of
each such person; and
b) is and 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);
20. 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 either 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;
21. 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;
22. 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;
Excluded territories
23. 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, New Zealand, Canada, Japan or the
Republic of South Africa, or any state, province, territory
or jurisdiction thereof;
24. 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
either 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, New Zealand, 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;
25. 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, New Zealand, Japan, the Republic of
South Africa or any province or territory of Canada;
26. it may be asked to disclose in writing or orally to
Numis:
a) if he or she is an individual, his or her nationality;
or
b) if he or she is a discretionary fund manager,
the jurisdiction in which the funds are managed
or owned;
Compliance with US securities laws
27. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed
for will be either (i) located outside the United States
and acquiring the Placing Shares in an "offshore transaction"
as defined in, and in accordance with, Regulation S
under the US Securities Act; or (ii) a QIB and will
duly execute a US investor letter and deliver the same
to Numis or its affiliates;
28. the Placing Shares have not been offered to it by means
of (i) any "directed selling efforts" as defined in
Regulation S under the US Securities Act; or (ii) any
"general solicitation" or "general advertising" (within
the meaning of Regulation D) in connection with any
offer or sale of Placing Shares in the United States;
29. 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;
30. it (and any account for which it is purchasing) is
not acquiring the Placing Shares with a view to any
offer, sale or distribution thereof within the meaning
of the US Securities Act;
31. 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;
Compliance with EEA selling restrictions and the Prospectus
Directive
32. if in a member state of the EEA, unless otherwise specifically
agreed with Numis in writing, it is a Qualified Investor;
33. 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;
34. if a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that 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;
Compliance with FSMA, the UK financial promotion regime and
MAR
35. 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 this Announcement may otherwise lawfully
be communicated;
36. 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");
37. 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;
38. 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);
Compliance with laws
39. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance
with applicable laws and regulations;
40. 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;
41. 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 their absolute
discretion, require verification of its identity, location
or legal status. Pending the provision to Numis or
the Company's registrars, as applicable, of evidence
of identity, location or legal status, definitive certificates
in respect of the Placing Shares may be retained at
Numis' absolute discretion or, where appropriate, delivery
of the Placing Shares to it in uncertificated form
may be delayed at Numis' or the Company's registrars',
as the case may be, absolute discretion. If within
a reasonable time after a request for verification
of identify, location or legal status 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;
Depositary receipts and clearance services
42. 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;
Undertaking to make payment
43. it (and any person acting on its behalf) 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;
Money held on account
44. 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' money in accordance
with the client money rules and will be held by it
under a banking relationship and not as trustee;
Allocation
45. 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;
No recommendation
46. neither Numis, nor any of its respective affiliates,
nor any person acting on behalf of it, is making any
recommendations to the Placee or advising it regarding
the suitability of any transactions it may enter into
in connection with the Placing;
Inside information
47. 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:
a) used (or attempted to use) 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;
b) 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
c) unlawfully disclosed such information to any person,
prior to the information being made publicly available;
Rights and remedies
48. 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
Governing law and jurisdiction
49. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions
set out in this Appendix, 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 Wales and it submits (on
behalf of itself and on behalf of any person on whose
behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute
or matter arising out of any such contract (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 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.
Indemnity
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 the United Kingdom. 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 AIM, a
market operated by 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, the Placing Documents.
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
ACQBUGDRIGGBGCB
(END) Dow Jones Newswires
July 01, 2019 11:35 ET (15:35 GMT)
H&t (LSE:HAT)
Historical Stock Chart
From Aug 2024 to Sep 2024
H&t (LSE:HAT)
Historical Stock Chart
From Sep 2023 to Sep 2024