Halfords Group PLC (HFD) Halfords Group PLC: Proposed Fundraise
to raise up to c.GBP64 million to part fund the Acquisition of
National 01-Dec-2021 / 16:36 GMT/BST Dissemination of a Regulatory
Announcement that contains inside information according to
REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The
issuer is solely responsible for the content of this
announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act
2018
1 December 2021
Halfords Group PLC
("Halfords" or the "Company" and together with its subsidiaries,
the "Group")
Proposed Fundraise to raise up to c.GBP64 million to part fund
the Acquisition of National
Halfords, the UK's largest provider of Motoring and Cycling
products and services, today announces its intention to conduct a
placing of new ordinary shares of one penny each in the capital of
the Company ("Ordinary Shares") (the "Placing Shares") (the
"Placing").
In conjunction with the Placing, certain directors of the
Company also intend to subscribe for new Ordinary Shares in the
Company (the "Management Subscription Shares") at the Offer Price
(as defined below) (the "Management Subscription"). The total
contributed by directors of the Company (the "Directors") in the
Management Subscription is expected to be GBP125k.
In addition to the Placing and the Management Subscription,
there will be an offer made by the Company on the PrimaryBid
platform of new Ordinary Shares (the "Retail Shares") at the Offer
Price (the "Retail Offer"), to provide retail investors with an
opportunity to participate in the equity fundraise. A separate
announcement will be made regarding the Retail Offer and its
terms.
It is intended that the Placing, Management Subscription and
Retail Offer (together, the "Fundraise") will result in the Company
raising total gross proceeds of up to c.GBP64 million. The total
number of Placing Shares, Management Subscription Shares and Retail
Shares are expected to represent up to approximately 9.9 per cent
of the Company's existing issued share capital.
The Placing, which is being conducted by way of an accelerated
bookbuild (the "Bookbuild"), will be launched immediately following
release of this announcement. Investec Bank plc ("Investec") and
Peel Hunt LLP ("Peel Hunt" and together with Investec, the "Banks")
are acting as Joint Global Co-ordinators and Bookrunners in respect
of the Placing. The number of Placing Shares and the price at which
the Placing Shares are to be placed (the "Offer Price") will be
agreed by the Banks and Halfords following the close of the
Bookbuild.
The Placing is subject to the terms and conditions set out in
Appendix 1 to this announcement (this announcement together with
the Appendices being the "Announcement"). The Management
Subscription Shares will be subscribed for on the basis agreed
pursuant to subscription letters with the Company, and the Retail
Shares will be subscribed for on the basis of the terms and
conditions of the Retail Offer, rather than pursuant to the terms
and conditions of the Placing contained in Appendix 1 to this
Announcement.
Reasons for the Fundraise
The Company has agreed to acquire Axle Group Holdings Ltd
("National"), a well-established business in the tyre and
automotive servicing, maintenance and repair ("SMR") market, on a
cash free, debt free basis, for total consideration of GBP62
million, subject to adjustment for normalised working capital (the
"Acquisition"), as announced separately this afternoon (the
"Acquisition Announcement"). The Acquisition consideration will be
paid fully in cash on the date of completion, which is expected to
be 9 December 2021. In order to deliver the significant synergies
associated with the Acquisition, Halfords expects to further invest
c.GBP17 million on associated capital expenditure and c.GBP2
million on integration costs.
The Directors believe the Acquisition is both strategically and
financially compelling. Further details on the Acquisition can be
found in the Acquisition Announcement, including the strategic and
financial rationale. This Announcement should be read in
conjunction with the Acquisition Announcement.
Following completion of the Fundraise, the Company will use the
net proceeds of the Fundraise to part fund the Acquisition. Going
forward, the Company believe it is appropriate to operate with
lower financial leverage targets than previously communicated, with
the Group now targeting a post-IFRS 16 Net Debt / EBITDA ratio of
no greater than 1.8x (moving to 2.3x for M&A) (0.0x to 0.8x for
M&A on a pre-IFRS 16 basis). Aside from the Acquisition, the
Placing allows the Company to maintain balance sheet flexibility
for potential future cash outflows, including: an inventory rebuild
once supply chain challenges have subsided; ongoing
strong-returning capex investment focused on Motoring Services; and
further M&A opportunities in Motoring Services.
Appendix 1 to this Announcement sets out further information
relating to the Bookbuild and the terms and conditions of the
Placing.
Structure of Fundraise and shareholder consultation
Halfords acknowledges that it is seeking to issue new Ordinary
Shares amounting up to approximately 9.9% of its existing issued
ordinary share capital on a non-pre-emptive basis. Members of the
Board have consulted with the Company's major institutional
shareholders ahead of the release of this Announcement. These
shareholders are supportive of the proposed structure, which has
been chosen to minimise costs, time to completion and use of
management time, and which the Directors believe is the most
appropriate structure to deliver financing for the Acquisition.
In addition, the Board has also considered the effect of the
Fundraise on its retail shareholders and therefore determined to
make available the Retail Offer to provide retail shareholders with
the opportunity to take part in the Fundraise. The Board's
unanimous view is that the Placing, Management Subscription and
Retail Offer are in the best interests of shareholders, as well as
wider stakeholders in Halfords.
Details of the Placing, Admission and Lock-up
Investec and Peel Hunt will commence the Bookbuild immediately
following the release of this Announcement and it is expected to
close as soon as practicable thereafter.
The Placing is subject to the terms and conditions set out in
Appendix 1 to this Announcement. Members of the public are not
entitled to participate in the Placing.
The Placing Shares, the Management Subscription Shares and the
Retail Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary
Shares at that time. This includes the right to receive all
dividends and other distributions declared or paid in respect of
such Ordinary Shares after the date of issue of the Placing Shares,
the Management Subscription Shares and the Retail Shares.
The number of Placing Shares and the Offer Price will be agreed
by the Banks and Halfords following the close of the Bookbuild. The
timing of the closing of the Bookbuild, pricing and allocations are
at the discretion of the Banks and Halfords. Details of the Offer
Price and the number of Placing Shares, Management Subscription
Shares and Retail Shares will be announced as soon as practicable
after the close of the Bookbuild.
Applications have been made for the Placing Shares, Management
Subscription Shares and Retail Shares to be admitted to the premium
listing segment of the Official List of the Financial Conduct
Authority (the "FCA") and to trading on the main market for listed
securities of the London Stock Exchange plc (the "London Stock
Exchange") (together "Admission"). It is expected that settlement
for the Placing Shares, the Retail Offer and the Management
Subscription Shares and Admission will take place at or around 8.00
a.m. (London time) on 6 December 2021 (or, in any case, such later
date as may be agreed between the Company and the Banks).
The Placing, the Management Subscription and the Retail Offer
are conditional upon, inter alia, Admission becoming effective and
the placing agreement entered into today between the Company and
the Banks (the "Placing Agreement") not being terminated in
accordance with its terms. The Placing Agreement contains customary
representations, warranties and undertakings from the Company in
favour of the Banks relating to the Group and its business. In
addition, the Company has agreed to indemnify the Banks and their
affiliates in relation to certain liabilities they may incur in
respect of the Placing. The Banks can terminate the Placing
Agreement at any time prior to Admission in certain customary
circumstances, including in the event of a breach of the Company's
representations and warranties given in the Placing Agreement, the
failure of the Company to comply with its obligations under the
Placing Agreement or the occurrence of a material adverse
change.
Pursuant to the Placing Agreement, the Company has agreed to a
lock-up pursuant to which it has undertaken to the Banks that at
any time between the date of the Placing Agreement and 120 days
after the date of Admission it will not, and will procure that no
Group company will, without the prior written consent of the Banks
(i) directly or indirectly, issue, allot, offer, lend, mortgage,
assign, charge, pledge, sell, contract to sell or issue, sell any
option or contract to purchase, purchase any option or contract to
sell or issue, grant any option, right or warrant to purchase, lend
or otherwise transfer or dispose of, directly or indirectly, any
Ordinary Shares or interest in Ordinary Shares or any securities
convertible into or exercisable or exchangeable for, or
substantially similar to, Ordinary Shares or any interest in
Ordinary Shares; or (ii) enter into any swap or other transaction
or arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of Ordinary Shares,
whether any such swap or transaction described in (i) or (ii) above
is to be settled by delivery of Ordinary Shares or such other
securities, in cash or otherwise, subject to certain customary
exceptions.
Appendix 1 to this Announcement sets out further information
relating to the Bookbuild and the terms and conditions of the
Placing.
Capitalised words and expression in this Announcement shall the
meanings given in Appendix 2.
Enquiries
Halfords
Loraine Woodhouse, Chief Financial Officer
+44 (0) 7483 457 415
Neil Ferris, Corporate Finance Director
Andy Lynch, Head of Investor Relations
Investec (Joint Global Co-ordinator, Bookrunner and Broker)
+44 (0) 20 7597 5970
David Flin / Chris Baird / Alex Penney
Peel Hunt (Joint Global Co-ordinator, Bookrunner and Broker)
George Sellar / Tom Ballard / Andrew Clark (Investment Banking) +44 (0)20 7418 8900
Jock Maxwell MacDonald / Sohail Akbar (ECM Syndicate)
Powerscourt (Financial PR)
+44 (0) 20 7250 1446
halfords@powerscourt-group.com
Rob Greening / Nick Hayns
The person responsible for releasing this Announcement is
Loraine Woodhouse, Chief Financial Officer.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON
STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, South Africa, Japan 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.
No action has been taken by the Company , Investec, Peel Hunt or
any of their respective affiliates, or any person acting on its or
their behalf 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 the Banks to inform themselves about, and to observe,
such restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with Regulation (EU) No
2017/1129 (as amended) (the "EU Prospectus Regulation") or
Regulation (EU) No 2017/1129 (as amended) as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "UK Prospectus Regulation")) to be published.
The Placing Shares have not been and will not be registered
under the US 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, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, in or into the United States
absent registration under the Securities Act, 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 any other
jurisdiction of the United States. Accordingly, the Placing Shares
will be offered and sold only (i) outside of the United States in
"offshore transactions" (as such term is defined in Regulation S
under the Securities Act ("Regulation S")) pursuant to Regulation S
and otherwise in accordance with applicable laws; and (ii) in the
United States to persons who are "qualified institutional buyers"
(as defined in Rule 144A under the Securities Act) ("QIBs") and who
have delivered to the Company and the Banks a US Investor Letter
substantially in the form provided to it, in each case, pursuant to
an exemption from, or in a transaction not subject to, registration
under the Securities Act. No public offering of the Securities will
be made in the United States or elsewhere.
The Placing has not been approved, disapproved or recommended by
the US Securities and Exchange Commission, any state securities
commission in the United States or any US regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing, or the accuracy or adequacy of this
presentation. Any representation to the contrary is a criminal
offence in the United States.
This Announcement has not been approved by the FCA or the London
Stock Exchange.
In Canada, the Placing is directed only to purchasers in the
provinces of Canada purchasing, or deemed to be purchasing, as
principal that are "accredited investors", as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are "permitted clients", as
defined in National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations. Any resale of the
securities must be made in accordance with an exemption from, or in
a transaction not subject to, the prospectus requirements of
applicable securities laws.
Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if this offering memorandum (including any amendment
thereto) contains a misrepresentation, provided that the remedies
for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the
purchaser's province or territory. The purchaser should refer to
any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights
or consult with a legal adviser.
Pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts ("NI 33-105"), the agents for the Placing
are not required to comply with the disclosure requirements of NI
33-105 regarding underwriter conflicts of interest in connection
with this offering.
In member states of the European Economic Area (the "EEA"), this
Announcement is directed at and is only being distributed to
"qualified investors" within the meaning of Article 2(e) of the EU
Prospectus Regulation ("Qualified Investors"). In the United
Kingdom, this Announcement is directed at and is only being
distributed to "qualified investors" within the meaning of Article
2(e) of the UK Prospectus Regulation who are also (i) persons
having professional experience in matters relating to investments
who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "FPO"); or (ii)
high net worth companies, unincorporated associations and
partnerships and trustees of high value trusts as described in
Article 49(2)(a) to (d) of the FPO; or (iii) other persons to whom
it may otherwise lawfully be communicated (all such persons
together being "Relevant Persons"). Any investment or investment
activity to which this Announcement relates is available only to
(i) in any member state of the EEA, Qualified Investors; and (ii)
in the United Kingdom, Relevant Persons, and will be engaged in
only with such persons. This Announcement must not be acted on or
relied on (i) in any member state of the EEA, by persons who are
not Qualified Investors; and (ii) in the United Kingdom, by persons
who are not Relevant Persons.
The 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 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, South Africa or Japan. 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, South Africa, or Japan or
any other jurisdiction in which such activities would be
unlawful.
By participating in the Bookbuild and the Placing, each person
who is invited to and who chooses to participate in the Placing
(each a "Placee") by making an oral or written and legally binding
offer to acquire Placing Shares 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 in Appendix 1 to this Announcement and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in Appendix 1 to this
Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are
a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations
expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such
forward-looking statements. No statement in this Announcement is
intended to be, nor may it be construed as, a profit forecast or be
relied upon as a guide to future performance. The forward-looking
statements contained in this Announcement speak only as of the date
of this Announcement. The Company, its directors, the Banks, their
respective affiliates and any person acting on its or their behalf
each expressly disclaim any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to
do so by applicable law or regulation, the FCA or the London Stock
Exchange.
Investec Bank plc is authorised by the Prudential Regulation
Authority ("PRA") in the United Kingdom and regulated in the United
Kingdom by the PRA and FCA. Investec Europe Limited (trading as
Investec Europe) ("IEL"), acting as agent on behalf of Investec
Bank in certain jurisdictions in the EEA (together Investec Bank
plc and IEL hereinafter referred to as "Investec"), is regulated in
Ireland by the Central Bank of Ireland. Peel Hunt LLP is authorised
and regulated in the United Kingdom by the FCA. Each Bank is acting
exclusively for the Company and no one else in connection with the
Placing, the contents of this Announcement and other matters
described in this Announcement. No Bank will regard any other
person as its client in relation to the Placing, the content of
this Announcement and other matters described in this Announcement
and no Bank will be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to
their respective clients or for providing advice to any other
person in relation to the Placing, the content of this Announcement
or any other matters referred to in this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any
Bank or by any of its affiliates or any person acting on their
behalf as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. 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.
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. The contents
of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
No statement in this Announcement is intended to be a profit
forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation or the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended does not
apply.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares
are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, "distributors"
(for the purposes of the UK Product Governance Requirements) 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, the Banks will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
-- APPIX 1
-- 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 THEAPPICES) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION
PURPOSES ONLY ANDARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING
OFINVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE INMATTERS RELATING TO
INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA"),PERSONS WHO ARE QUALIFIED INVESTORS
("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF
REGULATION (EU)2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF
IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING
OFARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION(WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS REGULATION") WHO ARE (I) PERSONS WHO FALL
WITHIN THE DEFINITION OF"INVESTMENT PROFESSIONAL" IN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION)ORDER 2005, AS AMED (THE "FPO"); OR (II) PERSONS WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTHCOMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE FPO; OR (C) PERSONS TO
WHOM THEY MAY OTHERWISE BE LAWFULLYCOMMUNICATED (ALL SUCH PERSONS
IN (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
-- THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS IN ANY MEMBER STATE OF THE EEA WHO ARE NOTQUALIFIED
INVESTORS OR PERSONS IN THE UNITED KINGDOM WHO ARE NOT RELEVANT
PERSONS. PERSONS DISTRIBUTING THISANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICHTHIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
QUALIFIED INVESTORS IN ANY MEMBER STATE OF THE EEA AND
RELEVANTPERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY
WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELFCONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
-- EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, FINANCIAL AND RELATEDASPECTS OF AN INVESTMENT IN THE
PLACING SHARES.
-- THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE US SECURITIES ACT OF1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THEUNITED STATES, AND MAY NOT BE OFFERED,
SOLD, ACQUIRED, RESOLD, TRANSFERRED, PLEDGED, TAKEN UP, EXERCISED
ORDELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED
STATES, EXCEPT PURSUANT TO AN AVAILABLE EXEMPTIONFROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCEWITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL
BE NOPUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE
UNITED KINGDOM, ANY OTHER RESTRICTED TERRITORY (ASDEFINED BELOW) OR
ELSEWHERE.
-- The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities andExchange Commission, any
state securities commission or any other regulatory authority in
the United States, norhave any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacyof this Announcement. Any representation to the contrary is
a criminal offence in the United States.
-- This Announcement is for information only and does not itself
constitute or form part of an offer to sellor issue or the
solicitation of an offer to buy or acquire securities referred to
herein in any jurisdictionincluding, without limitation, the United
States or any other Restricted Territory (as defined below) or
anyjurisdiction where such offer or solicitation is unlawful.
-- This Announcement, and the information contained herein, is
not for release, publication or distribution,directly or
indirectly, to persons in Australia, Canada, Japan or the Republic
of South Africa, the United Statesor any jurisdiction in which such
release, publication or distribution is unlawful (each a
"Restricted Territory").The distribution of this Announcement, the
Placing and/or the offer or sale of the Placing Shares in
certainjurisdictions may be restricted by law. No action has been
taken by the Company or by Investec Bank plc ("IBP") orInvestec
Europe Limited (trading as Investec Europe) ("IEL") acting as agent
on behalf of IBP in certainjurisdictions in the EEA (IBP and IEL
together "Investec") and Peel Hunt LLP ("Peel Hunt" and, together
withInvestec, the "Banks") or any of their respective Affiliates or
any of their respective agents, directors, officersor employees
(collectively "Representatives") which would permit an offer of the
Placing Shares or possession ordistribution of this Announcement or
any other offering or publicity material relating to such Placing
Shares inany jurisdiction where action for that purpose is
required. Persons distributing any part of this Announcement
mustsatisfy themselves that it is lawful to do so. Persons
(including, without limitation, nominees and trustees) whohave a
contractual or other legal obligation to forward a copy of this
Announcement should seek appropriate advicebefore taking any such
action. Persons into whose possession this Announcement comes are
required by the Companyand the Banks to inform themselves about,
and to observe, any such restrictions.
-- Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or soldin any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation,partnership or other entity created or
organised in or under the laws of a Restricted Territory.
-- All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulationand the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is beingdistributed and communicated to persons in the
United Kingdom only in circumstances to which section 21(1) of
theFinancial Services and Markets Act 2000, as amended (the "FSMA")
does not apply.
-- This Announcement has been issued by, and is the sole
responsibility of, the Company. No representationor warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability isor will be accepted by either
Bank or any of their respective Affiliates or Representatives as to
or in relationto, the accuracy or completeness of this Announcement
or any other written or oral information made available to
orpublicly available to any party or its advisers, and any
liability therefore is expressly disclaimed.
-- The Banks are acting exclusively for the Company and no-one
else in connection with the Placing and arenot, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing theprotections afforded to their clients nor
for providing advice in relation to the Placing and/or any other
matterreferred to in this Announcement.
-- None of the Company, the Banks or any of their respective
Affiliates or Representatives makes anyrepresentation or warranty,
express or implied to any Placees regarding any investment in the
securities referredto in this Announcement under the laws
applicable to such Placees.
-- Persons who are invited to and who choose to participate in
the Placing (and any person acting on suchperson's behalf) by
making an oral or written offer to acquire Placing Shares,
including any individuals, funds orothers on whose behalf a
commitment to acquire Placing Shares is given (the "Placees") will
be deemed (i) to haveread and understood this Announcement,
including this Appendix, in its entirety; (ii) to be participating
andmaking such offer on the terms and conditions contained in this
Appendix; and (iii) to be providing (and shall onlybe permitted to
participate in the Placing on the basis that they have provided)
the representations, warranties,indemnities, agreements,
acknowledgements and undertakings contained in this Appendix.
-- In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges that: 1. if it is in any member
state of the EEA it is a Qualified Investor and if it is in the
United Kingdom 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. it is
acquiring Placing Shares for its own account or is acquiring
Placing Shares for an account with respect to which it exercises
sole investment discretion, and not with a view to distribution,
and has the authority to make and does make the representations,
warranties, indemnities, acknowledgments, undertakings and
agreements contained in this Announcement; 3. if it is a financial
intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation or the UK Prospectus Regulation (as
applicable), (i) the Placing Shares acquired 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 other than to Qualified
Investors, or persons in the United Kingdom other than to Relevant
Persons, or in circumstances in which the prior consent of the
Banks has been given to each proposed offer or resale? or (ii)
where Placing Shares have been acquired by it on behalf persons in
a member state of the EEA other than Qualified Investors, or in the
United Kingdom other than Relevant Persons, the offer of those
Placing Shares to it is not treated under the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable) as
having been made to such persons; 4. other than a limited number of
"qualified institutional buyers" (as defined in Rule 144A under the
Securities Act) who have delivered a US Investor Letter to the
Company and the Banks, the Placing Shares are being offered and
sold to it in reliance on Regulation S and the Placing Shares have
not been, and will not be, registered under the Securities Act or
under the laws of any State or other jurisdiction of the United
States; 5. (a) it is and, at the time the Placing Shares are
acquired, will be, (i) outside the United States and acquiring the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S; or (ii) (a) a QIB that has
delivered, or will, prior to the time such Placing Shares are
acquired, deliver a US Investor Letter, and (b) subscribing for the
Placing Shares pursuant to an exemption from, or in a transaction
not subject to, the registration requirements under the Securities
Act, acknowledging that the Placing Shares have not been, and will
not be, registered under the Securities Act or with any State or
other jurisdiction of the United States; and 6. the Company and the
Banks will rely upon the truth and accuracy of and compliance with
the foregoing representations, warranties, undertakings,
acknowledgements and agreements. Each Placee hereby agrees with the
Banks and the Company to be bound by these terms and conditions as
being the terms and conditions upon which Placing Shares will be
issued. A Placee shall, without limitation, become so bound if
either Bank confirms to such Placee its allocation of Placing
Shares.
-- Persons (including, without limitation, nominees and
trustees) who have a contractual or other legalobligation to
forward a copy of this Appendix or this Announcement of which it
forms part should seek appropriateadvice before taking any action.
Persons into whose possession this Announcement comes are required
by the Companyand the Banks to inform themselves about, and to
observe, any such restrictions.
-- NOTICE TO CANADIAN INVESTORS
In Canada, the Placing is directed only to purchasers in the
provinces of Canada purchasing, or deemed to be purchasing, as
principal that are "accredited investors", as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are "permitted clients", as
defined in National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations. Any resale of the
securities must be made in accordance with an exemption from, or in
a transaction not subject to, the prospectus requirements of
applicable securities laws.
Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if this Announcement (including any amendment thereto)
contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the
purchaser's province or territory. The purchaser should refer to
any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights
or consult with a legal adviser.
-- Pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts ("NI 33-105"), the agentsfor the Placing are
not required to comply with the disclosure requirements of NI
33-105 regarding underwriterconflicts of interest in connection
with this offering.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
-- Following this Announcement, the Banks will today commence a
Bookbuild to determine demand forparticipation in the Placing by
Placees. No commissions will be paid to Placees or by Placees in
respect of anyPlacing Shares. The book will open with immediate
effect. Members of the public are not entitled to participate inthe
Placing. This Appendix gives details of the terms and conditions
of, and the mechanics of participation in, thePlacing.
-- The Banks and the Company shall be entitled to effect the
Placing by such alternative method to theBookbuild as they may, in
their sole discretion, determine.
Details of the Placing Agreement and of the Placing Shares
-- The Banks are acting as joint global coordinators and joint
bookrunners in connection with the Placing.The Banks are not acting
for the Company with respect to the Retail Offer.
-- The Banks have today entered into an agreement with the
Company (the "Placing Agreement") under which,subject to the
conditions set out therein, each Bank has agreed, each as agent for
and on behalf of the Company, touse its reasonable endeavours to
procure Placees for the Placing Shares in such number and at a
price to bedetermined following completion of the Bookbuild. The
price per Ordinary Share at which the Placing Shares are tobe
placed (the "Offer Price") and the final number of Placing Shares
will be agreed between the Company and theBanks at the close of the
Bookbuild and will be set out in the executed terms of placing (the
"Placing Terms"). Thetiming of the closing of the book, pricing and
allocations are at the discretion of the Company and the
Banks.Details of the Offer Price and the number of Placing Shares,
Management Subscription Shares and Retail Shares willbe announced
as soon as practicable after the close of the Bookbuild.
-- The total number of shares to be issued pursuant to the
Placing, the Retail Offer and the ManagementSubscription shall not
exceed 19,812,104 Ordinary Shares, representing approximately 9.9
per cent. of the Company'sexisting issued Ordinary Share
capital.
-- The Placing Shares will, when issued, be subject to the
Company's constitutional documents, be creditedas fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares, including the right toreceive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after theClosing Date. The Placing Shares will be issued
free of any encumbrances, liens or other security interests.
-- The Placing will be effected by way of a placing of new
Ordinary Shares in the Company for non-cashconsideration. The
JerseyCo Subscriber will subscribe for the JerseyCo Subscriber
Shares in JerseyCo, a Jerseyincorporated wholly owned subsidiary of
the Company, for an amount approximately equal to the net proceeds
of thePlacing. The Company will allot and issue the Placing Shares
on a non-pre-emptive basis to Placees in considerationfor the
transfer of the JerseyCo Subscriber Shares that will be issued to
the JerseyCo Subscriber.
-- The net proceeds raised through the Placing will be retained
for the benefit of the Company and will beused to part fund the
Acquisition.
Applications for listing and admission to trading
-- Application will be made to the Financial Conduct Authority
(the "FCA") for admission of the PlacingShares (as well as the
Management Subscription Shares and Retail Shares) to listing on the
premium listing segmentof the Official List of the FCA (the
"Official List") and to London Stock Exchange plc (the "London
StockExchange") for admission of the Placing Shares (as well as the
Management Subscription Shares and Retail Shares) totrading on its
main market for listed securities (together, "Admission"). It is
expected that Admission will becomeeffective at 8.00 a.m. (London
time) on 6 December 2021 or such later time and date (being not
later than 8.00 a.m.(London time) on 8 December 2021) as the Banks
and the Company may agree.
Participation in, and principal terms of, the Placing 1. The
Banks are arranging the Placing severally, and not jointly, nor
jointly and severally, as agents of the Company. 2. Participation
in the Placing will only be available to persons who may lawfully
be, and are, invited to participate by either of the Banks. Each
Bank and its Affiliates are entitled to enter bids in the Bookbuild
as principal. 3. The Bookbuild, if successful, will establish the
Offer Price payable to the Banks by all Placees whosebids are
successful. The Offer Price and the aggregate proceeds to be raised
through the Placing will be agreedbetween the Banks and the Company
following completion of the Bookbuild and any discount to the
market price of theOrdinary Shares will be determined in accordance
with the Listing Rules. The Offer Price and the number of
PlacingShares will be announced on a Regulatory Information Service
following completion of the Bookbuild (the "PricingAnnouncement").
4. To bid in the Bookbuild, prospective Placees should communicate
their bid by telephone or in writing totheir usual sales contact at
one of the Banks. Each bid should state the number of Placing
Shares which theprospective Placee wishes to acquire either at the
Offer Price which is ultimately established by the Company andthe
Banks or at prices up to a price limit specified in its bid. Bids
may be scaled down by the Banks on the basisreferred to in
paragraph 8 below. 5. A bid in the Bookbuild will be made on the
terms and subject to the conditions in this Appendix and willbe
legally binding on the Placee on behalf of which it is made and,
except with the consent of the Banks, will notbe capable of
variation or revocation after the time at which it is submitted.
Each Placee's obligations will beowed to the Company and the Banks.
Each Placee will also have an immediate, separate, irrevocable
and bindingobligation, owed to the Banks, to pay to the Banks
(or as the Banks may direct) as agents for the Company incleared
funds an amount equal to the product of the Offer Price and the
number of Placing Shares that such Placeehas agreed to acquire and
the Company has agreed to allot and issue to that Placee. 6. The
Bookbuild is expected to close no later than 7.00 a.m. (London
time) on 2 December 2021, but may beclosed earlier or later at the
discretion of the Banks. The Banks may, in agreement with the
Company, accept bidsthat are received after the Bookbuild has
closed. 7. Each Placee's allocation will be determined by the
Company in consultation with the Banks and will beconfirmed to
Placees orally or in writing by the relevant Bank following the
close of the Bookbuild and a tradeconfirmation will be dispatched
as soon as possible thereafter. That oral or written confirmation
(at the Banks'discretion) to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
atthat point become a Placee) in favour of the Banks and the
Company, under which such Placee agrees to acquire thenumber of
Placing Shares allocated to it and to pay the Offer Price for each
such Placing Share on the terms and conditions set out in this
Appendix and in accordance with the Company's constitutional
documents. 8. The Banks will, in effecting the Placing, agree with
the Company the identity of the Placees and thebasis of allocation
of the Placing Shares. Subject to paragraphs 4 and 5 above, the
Banks may choose to acceptbids, either in whole or in part, on the
basis of allocations determined in agreement with the Company and
mayscale down any bids for this purpose on such basis as they may
determine. The Banks may also, notwithstandingparagraphs 4 and 5
above, and subject to the prior consent of the Company, (i)
allocate Placing Shares after thetime of any initial allocation to
any person submitting a bid after that time; and (ii) allocate
Placing Sharesafter the Bookbuild has closed to any person
submitting a bid after that time. The acceptance of bids shall be
atthe absolute discretion of the Banks, subject to agreement with
the Company. The Company reserves the right (uponagreement with the
Banks) to reduce or seek to increase the amount to be raised
pursuant to the Placing. 9. The allocation of Placing Shares to
Placees located in the United States and in Canada shall
beconditional on the execution by each Placee of a US Investor
Letter or Canadian Investor Letter (as applicable)substantially in
the form provided to it. 10. Except as required by law or
regulation, no press release or other announcement will be made by
eitherBank or the Company using the name of any Placee (or its
agent), in its capacity as Placee (or agent), other thanwith such
Placee's prior written consent. 11. Irrespective of the time at
which a Placee's allocation(s) pursuant to the Placing is/are
confirmed,settlement for all Placing Shares to be acquired pursuant
to the Placing will be required to be made at the sametime, on the
basis explained below under "Registration and Settlement". 12. All
obligations under the Bookbuild and Placing will be subject to
fulfilment or (where applicable)waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not
beingterminated on the basis referred to below under "Termination
of the Placing Agreement". 13. By participating in the Bookbuild,
each Placee agrees that its rights and obligations in respect of
thePlacing will terminate only in the circumstances described below
and will not be capable of rescission ortermination by the Placee
after confirmation (oral or otherwise) by either Bank. 14. To the
fullest extent permissible by law, none of the Company, the Banks
nor any of their respectiveAffiliates nor Representatives shall
have any responsibility or liability (whether in contract, tort or
otherwiseand including to the fullest extent permissible by law,
any fiduciary duties) to any Placee (or to any other personwhether
acting on behalf of a Placee or otherwise). In particular, none of
the Company, the Banks nor any of theirrespective Affiliates nor
Representatives shall have any responsibility or liability (whether
in contract, tort orotherwise and including to the fullest extent
permissible by law, any fiduciary duties) in respect of the
Banks'conduct of the Bookbuild or of such alternative method of
effecting the Placing as the Banks and the Company mayagree.
Conditions of the Placing
-- The Placing is conditional upon the Placing Agreement
becoming unconditional and not having beenterminated in accordance
with its terms. The obligations of the Banks under the Placing
Agreement are conditionalon certain customary terms and conditions,
including, amongst other things:a. the Placing Terms having been
executed and delivered by the Company and the Banks by no later
than7.00 a.m. on the Business Day immediately following the date of
this Announcement (or such later time and dateas the Company and
the Banks may agree in writing); b. the publication by the Company
of an announcement to a Regulatory Information Service as soon
asreasonably practicable following the execution of the Placing
Terms; c. in the opinion of the Banks (acting jointly and in good
faith), there not having been any materialadverse change (as such
term is defined in the Placing Agreement) at any time prior to
Admission; d. neither the Company nor JerseyCo being in breach of
any of their respective obligations andundertakings under the
Placing Agreement, the Subscription and Transfer Agreement or the
Option Agreement whichfall to be performed or satisfied prior to
Admission, save to the extent not material in the opinion of
theBanks (acting jointly and in good faith); e. the warranties
given by the Company contained or referred to in the Placing
Agreement being true,accurate and not misleading on and as at: (i)
the date of the Placing Agreement; (ii) the time of execution ofthe
Placing Terms; and (iii) Admission, in each case, as though they
had been given and made on the relevantdate by reference to the
facts and circumstances from time to time subsisting, save to the
extent not materialin the opinion of the Banks (acting jointly and
in good faith); f. the Company allotting, subject only to
Admission, the Placing Shares; g. (i) each Retail Offer Document
and Management Subscription Letter remaining in full force and
effect,not having lapsed or been terminated or amended in
accordance with its terms prior to Admission; (ii) nocondition to
which any such document is subject having become incapable of
satisfaction and not having beenwaived prior to Admission; and
(iii) no event having arisen prior to Admission which gives a party
thereto aright to terminate any such document, save in each case in
circumstances where the Company and the Banks agreeat the time of
entry into the Placing Terms that no Retail Offer Shares will be
issued or which in the opinionof the Banks (acting jointly and in
good faith) is not material; h. (i) each of the Subscription and
Transfer Agreement and the Option Agreement remaining in full
forceand effect, not having lapsed or been terminated or amended in
accordance with its terms prior to Admission;(ii) no condition to
which the either agreement is subject having become incapable of
satisfaction and nothaving been waived prior to Admission (save for
the condition in each agreement relating to Admission); and(iii) no
event having arisen prior to Admission which gives a party thereto
a right to terminate eitheragreement; i. (i) the Acquisition
Agreement remaining in full force and effect, not having lapsed or
beenterminated or amended (except with the consent of the Banks in
accordance with clause ?14.10) in accordancewith its terms prior to
Admission; (ii) no condition to which the Acquisition Agreement is
subject havingbecome incapable of satisfaction and not having been
waived prior to Admission; and (iii) no event havingarisen prior to
Admission which gives a party thereto a right to terminate the
Acquisition Agreement save incircumstances which in the opinion of
the Banks (acting jointly and in good faith) is not material; and
j. Admission taking place by no later than 8:00 a.m. on the Closing
Date (or such later time and/or dateas the Company and the Banks
may agree in writing, not being later than 8 December 2021).
(all conditions to the obligations of the Banks included in the
Placing Agreement being together, the "Conditions").
-- If: (i) any of the Conditions are not fulfilled or, where
permitted, waived or extended by the Banks inaccordance with the
Placing Agreement; or (ii) the Placing Agreement is terminated in
the circumstances specifiedbelow, the Placing will lapse and the
Placees' rights and obligations hereunder in relation to the
Placing Sharesshall cease and terminate at such time and each
Placee agrees that no claim can be made by or on behalf of
thePlacee (or any person on whose behalf the Placing is acting) in
respect thereof.
-- The Banks (acting jointly) may, at their discretion and upon
such terms and conditions as they think fit,waive satisfaction of
the Conditions (or any part of them) or extend the time provided
for satisfaction of theConditions save that Conditions (a), (b),
(f) and (j) may not be waived. Any such waiver or extension will
notaffect Placees' commitments as set out in this Announcement.
-- Neither Bank nor any of their respective Affiliates or
Representatives shall have any liability orresponsibility to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respectof any decision it or another person may
make as to whether or not to waive or to extend the time and/or
date forthe satisfaction of any Condition nor for any decision it
may make as to the satisfaction of any Condition or inrespect of
the Placing generally and by participating in the Placing each
Placee agrees that any such decision iswithin the absolute
discretion of the Banks. Placees will have no rights against the
Banks, the Company or any oftheir respective Affiliates under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties) Act1999 (as amended) or otherwise.
-- By participating in the Bookbuild, each Placee agrees that
its rights and obligations hereunder terminateonly in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not becapable of rescission or
termination by the Placee.
Termination of the Placing Agreement
-- Each Bank, in its absolute discretion, may terminate the
Placing Agreement in accordance with its termsin certain customary
circumstances, including, amongst others:a. any statement in any
the Company's press announcements or presentation materials
relating to thePlacing is or has become untrue, inaccurate or
misleading in any respect, or any matter has arisen which would,if
such document had been issued at that time, constitute an
inaccuracy or omission from such document, whichin the opinion of
any Bank (acting in good faith) is material; b. there has been a
breach by the Company or JerseyCo of any of its respective
obligations under thePlacing Agreement, the Subscription and
Transfer Agreement or the Option Agreement, which in the opinion of
anyBank (acting in good faith) is material; c. there has been a
breach by the Company of any of the warranties given by the Company
in the PlacingAgreement or any of such warranties is not or has
ceased to be, true, accurate and not misleading, save to theextent
not material in the opinion of the Banks (acting jointly and in
good faith); d. there has been a breach of any provision of any
Retail Offer Document or Management SubscriptionLetter or a waiver
of any condition thereto, in each case, by the Company, which in
the opinion of any Bank(acting in good faith) is material; e. in
the opinion of any Bank (acting in good faith) there has been a
material adverse change (as suchterm is defined in the Placing
Agreement); f. there has occurred, or in the opinion of any Bank
(acting in good faith) it is reasonably likely thatthere will
occur:1. any material adverse change in the financial markets in
the United Kingdom, any member state ofthe EEA, the United States
or the international financial markets, any outbreak or escalation
ofhostilities or war, act of terrorism, declaration of emergency or
martial law or other calamity or crisisor any change in national or
international political, financial or economic conditions or
currency exchangerates or controls; 2. a suspension of, or
occurrence of material limitations to, trading in any securities of
theCompany by the London Stock Exchange or any other exchange or
over-the-counter market, or of tradinggenerally on the London Stock
Exchange, the New York Stock Exchange, the NASDAQ National Market
or anyover-the-counter market, or minimum or maximum prices for
trading having been fixed, or maximum ranges forprices of
securities having been required, by any of such exchanges or by
such system or by order of theFCA, the London Stock Exchange, the
SEC, the Financial Industry Regulatory Authority, Inc. or any
otherAgency, or a material disruption in commercial banking or
securities settlement or clearance services inthe United Kingdom,
any member state of the EEA or the United States; 3. a declaration
of a banking moratorium by the United Kingdom, any member state of
the EEA, theUnited States or New York authorities; or 4. any actual
or prospective adverse change or development in United Kingdom,
United States orJersey taxation materially affecting the Group
(taken as a whole), the Offer Shares or the JerseyCoSubscriber
Shares, or the transfer thereof,
in each case, where the effect is such that (either singly or
together with any other event referred to), in the opinion of such
Bank (acting in good faith), it is inadvisable or impracticable to
market the Placing Shares or to enforce contracts for the sale of
the Placing Shares; or g. either application for Admission is
withdrawn or refused by the FCA or the London Stock Exchange or,
inthe opinion of any Bank (acting in good faith), will not be
granted.
-- If the Placing Agreement is terminated by any Bank in
accordance with its terms, the rights andobligations of each Placee
in respect of the Placing as described in this Announcement shall
cease and terminate atsuch time and no claim may be made by any
Placee in respect thereof.
-- By participating in the Placing, each Placee agrees with the
Company and the Banks that the exercise ornon-exercise by the Banks
of any right of termination or other right or other discretion they
have under thePlacing Agreement shall be within the absolute
discretion of the Banks or for agreement between the Company and
theBanks (as the case may be) and that neither the Company nor the
Banks need make any reference to, or consult with,Placees and that
none of the Company, the Banks nor any of their respective
Affiliates nor Representatives shallhave any liability to Placees
whatsoever in connection with any such exercise or failure to so
exercise orotherwise.
No prospectus
-- No prospectus, offering memorandum, offering document or
admission document has been or will be preparedor submitted to be
approved by the FCA (or any other authority) in relation to the
Placing or Admission and no suchprospectus is required (in
accordance with the UK Prospectus Regulation) to be published in
the United Kingdom orany equivalent jurisdiction.
-- Placees' commitments will be made solely on the basis of
publicly available information taken togetherwith the information
contained in this Announcement and any Exchange Information (as
defined below) previouslypublished by or on behalf of the Company
simultaneously with or prior to the date of this Announcement and
subjectto the further terms set forth in the electronic contract
note and/or electronic trade confirmation to be providedto
individual prospective Placees.
-- Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcementand the publicly
available information previously and simultaneously released by or
on behalf of the Company isexclusively the responsibility of the
Company and has not been independently verified by the Banks. Each
Placee, byaccepting a participation in the Placing, further
confirms to the Company and the Banks that it has neitherreceived
nor relied on any other information, representation, warranty or
statement made by or on behalf of the Company (other than publicly
available information) or either Bank or its Affiliates or any
other person and noneof the Company, the Banks nor any of their
respective Affiliates or Representatives nor any other person will
beliable for any Placee's decision to participate in the Placing
based on any other information, representation,warranty or
statement which the Placees may have obtained or received
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). Byparticipating in the Placing, each Placee acknowledges
and agrees that it has relied on its own investigation ofthe
business, financial or other position of the Company in accepting a
participation in the Placing. Nothing inthis paragraph shall
exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
Lock-up
-- The Company has undertaken to the Banks that, between the
date of the Placing Agreement and the datewhich is 120 calendar
days after the Closing Date, it will not, without the prior written
consent of the Banks,enter into certain transactions involving or
relating to the Ordinary Shares, subject to certain
customarycarve-outs agreed between the Banks and the Company.
-- By participating in the Placing, Placees agree that the
exercise by the Banks of any power to grantconsent to waive the
aforementioned undertaking by the Company shall be within the
absolute discretion of the Banksand that they need not make any
reference to, or consult with, Placees and that they shall have no
liability toPlacees whatsoever in connection with any such exercise
of the power to grant consent.
Registration and settlement
-- Settlement of transactions in the Placing Shares (ISIN:
GB00B012TP20) following Admission will take placewithin the CREST
system, subject to certain exceptions. The Company and the Banks
reserve the right to requiresettlement for, and delivery of, the
Placing Shares to Placees by such other means that they deem
necessary,including in certificated form, if delivery or settlement
is not possible or practicable within the CREST systemwithin the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements inthe Placee's jurisdiction.
-- Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completedin accordance with the
standing CREST or certificated settlement instructions that it has
in place with therelevant Bank or as otherwise as such Bank may
direct.
-- The Company will deliver the Placing Shares to a CREST
account operated by the Settlement Bank as agentfor and on behalf
of the Company and the Settlement Bank will enter its delivery
(DEL) instruction into the CRESTsystem. The Settlement Bank will
hold any Placing Shares delivered to this account as nominee for
the Placees. Theinput to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
PlacingShares to that Placee against payment.
-- It is expected that settlement will be on 6 December 2021 on
a T+2 basis and on a delivery versus paymentbasis in accordance
with the instructions given to the Banks.
-- Interest is chargeable daily on payments not received from
Placees on the due date in accordance with thearrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentagepoints above LIBOR as determined by the
Banks.
-- Each Placee agrees that, if it does not comply with these
obligations, the relevant Placee shall bedeemed hereby to have
irrevocably and unconditionally appointed the Banks, or any nominee
of either of the Banks asits agent to use its reasonable endeavours
to sell any or all of the Placing Shares allocated to that Placee
onsuch Placee's behalf and retain from the proceeds an amount equal
to the aggregate amount owed by the Placee plusany interest due
thereon. The relevant Placee will, however, remain liable for any
shortfall below the aggregateamount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities,transfer, registration, execution, documentary or
other similar impost, duty or tax (together with any interest,fines
or penalties) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicatinga bid for Placing Shares,
each Placee confers on each Bank all such authorities and powers
necessary to carry outany such transaction and agrees to ratify and
confirm all actions which each Bank lawfully takes on such
Placee'sbehalf. Each Placee agrees that each Bank's rights and
benefits under this paragraph may be assigned in that
Bank'sabsolute discretion.
-- If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that,upon receipt, the
electronic contract note and/or electronic trade confirmation is
copied and delivered immediatelyto the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name orthat of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee
forsuch person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UKstamp duty or
UK stamp duty reserve tax. If there are any circumstances in which
any other stamp duty or stamp dutyreserve tax (and/or any interest,
fines or penalties relating thereto) is payable in respect of the
allocation,allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp dutyreserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares),neither Bank nor the Company
shall be responsible for the payment thereof.
Representations and warranties
-- By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocablyacknowledges, confirms,
undertakes, represents, warrants and agrees (for itself and for any
person on behalf ofwhich it is acting) with each Bank (in its
capacity as joint global coordinator and joint bookrunner and as
placingagent of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of itsapplication for
Placing Shares, that: 1. it has read and understood this
Announcement, including this Appendix, in its entirety and that its
participation in the Bookbuild and the Placing and its acquisition
and purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise; 2. no offering document, prospectus, offering
memorandum or admission document has been or will be preparedin
connection with the Placing or is required under the EU Prospectus
Regulation or the UK Prospectus Regulationand it has not received
and will not receive a prospectus, offering memorandum, admission
document or otheroffering document in connection with the
Bookbuild, the Placing or the Placing Shares; 3. (i) it has made
its own assessment of the Company, the Placing Shares and the terms
of the Placing basedon this Announcement (including this Appendix)
and any information publicly announced to a Regulatory
InformationService by or on behalf of the Company on or prior to
the date of this Announcement; (ii) the Ordinary Shares areadmitted
to the premium listing segment of the Official List of the FCA and
to trading on the London StockExchange's main market for listed
securities and that the Company is therefore required to publish
certain businessand financial information in accordance with the UK
Market Abuse Regulation and rules and regulations of the
LondonStock Exchange (collectively and together with the
information referred to in (i) above, the "ExchangeInformation")
which includes a description of the Company's business and the
Company's most recent balance sheetand profit and loss account, and
similar statements for preceding financial years, and that it has
reviewed suchExchange Information and that it is able to obtain or
access such information, or comparable information concerningany
other publicly traded company, in each case without undue
difficulty; and (iii) it has had access to suchfinancial and other
information concerning the Company, the Placing and the Placing
Shares as it has deemednecessary in connection with its own
investment decision to acquire any of the Placing Shares and has
satisfieditself that the information is still current and has
relied on that investigation for the purposes of its decisionto
participate in the Placing; 4. neither Bank nor the Company nor any
of their respective Affiliates or Representatives nor any
personacting on behalf of any of them has provided, and none of
them will provide, it with any material or informationregarding the
Placing Shares, the Bookbuild, the Placing or the Company or any
other person other than this Announcement, nor has it requested
either Bank, the Company, any of their respective Affiliates or
Representativesor any person acting on behalf of any of them to
provide it with any such material or information; 5. unless
otherwise specifically agreed with the Banks, it and any person on
behalf of which it isparticipating is not, and at the time the
Placing Shares are acquired, neither it nor the beneficial owner of
thePlacing Shares will be, a resident of a Restricted Territory or
any other jurisdiction in which it is unlawful tomake or accept an
offer to acquire the Placing Shares; 6. the Placing Shares have not
been and will not be registered or otherwise qualified for offer
and sale,nor will an offering document, prospectus, offering
memorandum or admission document be cleared or approved inrespect
of any of the Placing Shares under the securities legislation of
the United States or any other RestrictedTerritory and, subject to
certain exceptions, may not be offered, sold, transferred,
delivered or distributed,directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such
action forthat purpose is required; 7. neither the Placing nor this
Announcement has been approved, disapproved or recommended by the
USSecurities and Exchange Commission, any state securities
commission or other regulatory authority in the UnitedStates, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracyor adequacy of this
Announcement; 8. the content of this Announcement has been prepared
by and is exclusively the responsibility of the Company and that
neither Bank nor any of their respective Affiliates or
Representatives nor any person acting onbehalf of any of them have
made any representations to it, express or implied, with respect to
the Company, theBookbuild, the Placing and the Placing Shares or
the truth, accuracy, completeness or adequacy of this
Announcementor the Exchange Information, nor has or shall have any
responsibility or liability for any information,representation or
statement contained in this Announcement or any information
previously or simultaneouslypublished by or on behalf of the
Company, including, without limitation, any Exchange Information,
and will not beliable for any Placee's decision to participate in
the Placing based on any information, representation orstatement
contained in this Announcement or any information previously or
simultaneously published by or on behalfof the Company or
otherwise. Nothing in this paragraph or otherwise in this
Announcement excludes the liability ofany person for fraudulent
misrepresentation made by that person; 9. the only information on
which it is entitled to rely and on which such Placee has relied in
committingitself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, that it hasreceived and
reviewed all information that it believes is necessary or
appropriate to make an investment decisionin respect of the Placing
Shares, and that it has neither received nor relied on any other
information given orinvestigations, representations, warranties or
statements made by either Bank or the Company or any of
theirrespective Affiliates or Representatives or any person acting
on behalf of any of them and neither Bank nor the Company
nor any of their respective Affiliates or Representatives will
be liable for any Placee's decision toaccept an invitation to
participate in the Placing based on any other information,
representation, warranty orstatement, provided that nothing in this
paragraph excludes the liability of any person for
fraudulentmisrepresentation made by that person; 10. it has relied
on its own investigation, examination and due diligence of the
business, financial or otherposition of the Company in deciding to
participate in the Placing; 11. it has not relied on any
information relating to the Company contained in any research
reports preparedby either Bank, any of its Affiliates or any person
acting on its or their behalf and understands that (i) neitherBank
nor any of its Affiliates nor any person acting on its or their
behalf has or shall have any responsibility orliability for (x)
public information or any representation; or (y) any additional
information that has otherwisebeen made available to such Placee,
whether at the date of publication, the date of this Announcement
or otherwise;and (ii) neither Bank nor any of its Affiliates nor
any person acting on its or their behalf makes anyrepresentation or
warranty, express or implied, as to the truth, accuracy or
completeness of such information,whether at the date of
publication, the date of this Announcement or otherwise; 12. (i)
the allocation, allotment, issue and delivery to it, or the person
specified by it for registrationas holder of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the FinanceAct 1986 (depositary receipts and clearance
services); (ii) it is not participating in the Placing as nominee
oragent for any person to whom the allocation, allotment, issue or
delivery of the Placing Shares would give rise tosuch a liability;
and (iii) the Placing Shares are not being acquired in connection
with arrangements to issuedepositary receipts or to issue or
transfer Placing Shares into a clearance service; 13. that no
action has been or will be taken by the Company, either Bank or any
person acting on behalf ofthe Company or either Bank that would, or
is intended to, permit a public offer of the Placing Shares in the
UnitedStates or in any country or jurisdiction where any such
action for that purpose is required; 14. (i) it (and any person
acting on its behalf) is entitled to acquire, the Placing Shares
under the laws ofall relevant jurisdictions which apply to it; (ii)
it has paid or will pay any issue, transfer or other taxes duein
connection with its participation in any territory; (iii) it has
fully observed such laws and obtained all suchgovernmental and
other guarantees, permits, authorisations, approvals and consents
which may be required thereunderand complied with all necessary
formalities; (iv) it has not taken any action or omitted to take
any action whichwill or may result in either Bank, the Company or
any of their respective Affiliates or Representatives acting
inbreach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing; and (v) theacquisition
of the Placing Shares by it or any person acting on its behalf will
be in compliance with applicablelaws and regulations in the
jurisdiction of its residence, the residence of the Company, or
otherwise; 15. it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessaryconsents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligationsin relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, allnecessary consents and authorities to agree
to the terms set out or referred to in this Announcement) and
willhonour such obligations; 16. it has complied with its
obligations under the Criminal Justice Act 1993, the UK Market
Abuse Regulation,any delegating acts, implementing acts, technical
standards and guidelines, and in connection with money
launderingand terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security
Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist
Financing and Transfer of Funds(Information on the Payer)
Regulations 2017 and the Money Laundering Sourcebook of the FCA and
any related orsimilar rules, regulations or guidelines issued,
administered or enforced by any government agency
havingjurisdiction in respect thereof (together the "Regulations")
and, if making payment on behalf of a third party,that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party asrequired by the Regulations. If
within a reasonable time after a request for verification of
identity, the relevantBank has not received such satisfactory
evidence, such Bank may, in its absolute discretion, terminate the
Placee'sPlacing participation in which event all funds delivered by
the Placee to such Bank will be returned withoutinterest to the
account of the drawee bank or CREST account from which they were
originally debited; 17. it is acting as principal only in respect
of the Placing or, if it is acting for any other person: (i) itis
duly authorised to do so and has full power to make, and does make,
the acknowledgments, undertakings,representations and agreements
and give the indemnities herein on behalf of each such person; and
(ii) it is andwill remain liable to each Bank and the Company for
the performance of all its obligations as a Placee in respectof the
Placing (regardless of the fact that it is acting for another
person). Each Placee agrees that theprovisions of this paragraph
shall survive the resale of the Placing Shares by or on behalf of
any person for whomit is acting; 18. it undertakes that it will (as
principal or agent) acquire, hold, manage and (if applicable)
dispose ofany Placing Shares that are allocated to it for the
purposes of its business only; 19. it understands that any
investment or investment activity to which this Announcement
relates is availableonly to Qualified Investors in a member state
of the EEA and Relevant Persons in the United Kingdom and will
beengaged in only with Qualified Investors in a member state of the
EEA and Relevant Persons in the United Kingdom,and further
understands that this Announcement must not be acted on or relied
on by persons who are not QualifiedInvestors in a member state of
the EEA and Relevant Persons in the United Kingdom; 20. if in a
member state of the EEA, it is a Qualified Investor; 21. if in the
United Kingdom, it is a Relevant Person; 22. in the case of any
Placing Shares acquired by it as a financial intermediary, as that
term is used inArticle 5(1) of the EU Prospectus Regulation or
Article 5(1) of the UK Prospectus Regulation, (i) the PlacingShares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will theybe acquired with
a view to their offer or resale, to persons in a member state of
the EEA other than QualifiedInvestors, or persons in the United
Kingdom other than Relevant Persons, or in circumstances in which
the priorconsent of the Banks have been given to each such proposed
offer or resale; or (ii) where the Placing Shares havebeen acquired
by it on behalf of persons in any member state of the EEA other
than Qualified Investors, or in theUnited Kingdom other than
Relevant Persons, the offer of those Placing Shares to it is not
treated under the EUProspectus Regulation or the UK Prospectus
Regulation (as applicable) as having been made to such persons; 23.
if it is a person in Canada: (i) it is purchasing (or deemed to be
purchasing) as principal for its ownaccount and not as agent for
the benefit of another person and is an "accredited investor" as
such term is definedin section 1.1 of National Instrument 45-106
Prospectus Exemptions or, in Ontario, as such term is defined
insection 73.3(1) of the Securities Act (Ontario), and in either
case was not created and is not being used solely topurchase or
hold securities as an "accredited investor"; and (ii) it is a
"permitted client" as such term isdefined in section 1.1 of
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing RegistrantObligations; 24. it understands, and each
account it represents has been advised and acknowledges that, (i)
the PlacingShares have not been and will not be registered under
the Securities Act or with any securities regulatoryauthority of
any state or other jurisdiction of the United States and may not be
offered, sold or transferred,directly or indirectly, within the
United States except pursuant to an exemption from, or in a
transaction notsubject to, the registration requirements of the
Securities Act and in compliance with any applicable securitieslaws
of any state or other jurisdiction of the United States; and (ii)
no representation has been made as to theavailability of any
exemption under the Securities Act or any relevant state or other
jurisdiction's securitieslaws for the reoffer, resale, pledge or
transfer of the Placing Shares; 25. the Placing Shares are being
offered and sold on behalf of the Company (i) outside the United
States inoffshore transactions (as defined in Regulation S)
pursuant to Regulation S under the Securities Act and (ii) inthe
United States solely to a limited number of investors reasonably
believed to be QIBs who have delivered to theCompany and the Banks
a US Investor Letter substantially in the form provided to it , in
transactions not involvingany "public offering" within the meaning
of Section 4(a)(2) of the Securities Act, and/or pursuant to
anotherexemption from, or transaction not subject to, the
registration requirements under the Securities Act; 26. it and the
person(s), if any, for whose account or benefit it is acquiring
Placing Shares are now, and atthe time the Placing Shares are
acquired will be, either: (i) outside the United States and
subscribing for thePlacing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under
theSecurities Act; or (ii) (a) a QIB that has delivered, or will,
prior to
the time such Placing Shares are acquired,deliver, a US Investor
Letter, and (b) subscribing for the Placing Shares pursuant to an
exemption from, or in atransaction not subject to, the registration
requirements under the Securities Act, and all such potential
Placeesand prospective beneficial owners acknowledge that the
Placing Shares have not been, and will not be, registeredunder the
Securities Act or with any State or other jurisdiction of the
United States and may not be offered orsold, directly or
indirectly, in or into the United States absent such registration,
except pursuant to anexemption from, or in a transaction not
subject to, the registration requirements of the Securities Act,
and incompliance with any applicable securities laws of any state
or other jurisdiction of the United States. 27. it is acquiring the
Placing Shares for investment purposes and is not acquiring the
Placing Shares with aview to, or for offer and sale in connection
with, any distribution thereof (within the meaning of the
SecuritiesAct) that would be in violation of the securities laws of
the United States or any state thereof; 28. it is not acquiring any
of the Placing Shares as a result of any form of "general
solicitation" or"general advertising" (within the meaning of Rule
502(c) of Regulation D under the Securities Act) or
"directedselling efforts" (as defined in Regulation S); 29. it will
not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, orany other presentation or other
materials concerning the Placing (including electronic copies
thereof), in or intoany Restricted Territory to any person and it
has not distributed, forwarded, transferred or otherwise
transmittedany such materials to any person; 30. where it is
acquiring the Placing Shares for one or more managed accounts, it
is authorised in writing byeach managed account to acquire the
Placing Shares for each managed account and it has full power to
make, and doesmake, the acknowledgements, representations and
agreements herein on behalf of each such account; 31. if it is a
pension fund or investment company, its acquisition of Placing
Shares is in full compliancewith applicable laws and regulations;
32. it has not offered or sold and, prior to the expiry of a period
of six months from Admission, will notoffer or sell any Placing
Shares to persons in the United Kingdom, except to persons whose
ordinary activitiesinvolve them acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
ofits business or otherwise in circumstances which have not
resulted and which will not result in an offer to thepublic in the
United Kingdom within the meaning of section 85(1) of the FSMA; 33.
any offer of Placing Shares may only be directed at persons in
member states of the EEA who are QualifiedInvestors and that it has
not offered or sold and will not offer or sell any Placing Shares
to persons in the EEAprior to Admission except to Qualified
Investors or otherwise in circumstances which have not resulted in
and whichwill not result in an offer to the public in any member
state of the EEA within the meaning of the EU ProspectusRegulation;
34. it has only communicated or caused to be communicated and will
only communicate or cause to becommunicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of theFSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approvalof the communication by an authorised person; 35. it has
complied and will comply with all applicable laws (including, in
the United Kingdom, all relevantprovisions of the FSMA and the
Financial Services Act 2012) with respect to anything done by it in
relation to thePlacing Shares; 36. if it has received any "inside
information" as defined in the UK Market Abuse Regulation about the
Company in advance of the Placing, it has not: (i) dealt in the
securities of the Company; (ii) encouraged orrequired another
person to deal in the securities of the Company; or (iii) disclosed
such information to any personexcept as permitted by the UK Market
Abuse Regulation, prior to the information being made publicly
available; 37. (i) it (and any person acting on its behalf) has the
funds available to pay for the Placing Shares it hasagreed to
acquire and it (and any person acting on its behalf) will make
payment for the Placing Shares allocatedto it in accordance with
this Announcement on the due time and date set out herein against
delivery of such PlacingShares to it, failing which the relevant
Placing Shares may be placed with other persons or sold as either
Bank (orits assignee) may in its discretion determine and without
liability to such Placee. It will, however, remain liablefor any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may berequired to bear any
stamp duty or stamp duty reserve tax (together with any interest,
fines or penalties) duepursuant to the terms set out or referred to
in this Announcement which may arise upon the sale of such
Placee'sPlacing Shares on its behalf; 38. its allocation (if any)
of Placing Shares will represent a maximum number of Placing Shares
to which itwill be entitled, and required, to acquire, and that the
Banks or the Company may call upon it to acquire a lowernumber of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum; 39. neither Bank nor any of their
respective Affiliates or Representatives nor any person acting on
behalf ofany of them, is making any recommendations to it or
advising it regarding the suitability or merits of anytransactions
it may enter into in connection with the Placing and participation
in the Placing is on the basis thatit is not and will not be a
client of either Bank and neither Bank has any duties or
responsibilities to it forproviding the protections afforded to its
clients or customers or for providing advice in relation to the
Placingnor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreementnor
for the exercise or performance of any of either Bank's rights and
obligations thereunder including any rightsto waive or vary any
conditions or exercise any termination right; 40. the exercise by
either or both of the Banks of any right or discretion they have
under the PlacingAgreement shall be within the absolute discretion
of the Banks and the relevant Bank or the Banks (acting jointly)(as
the case may be) need not have any reference to any Placee and
shall have no liability to any Placee whatsoeverin connection with
any decision to exercise or not to exercise any such right and each
Placee agrees that it has norights against the Banks, the Company
or any of their respective Affiliates under the Placing Agreement
pursuant tothe Contracts (Rights of Third Parties) Act 1999 (as
amended) or otherwise; 41. the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself; or
(ii)its nominee, as the case may be. Neither Bank, the Company nor
any of their respective Affiliates will beresponsible for any
liability to stamp duty or stamp duty reserve tax or other similar
duties or taxes (togetherwith any interest, fines or penalties)
resulting from a failure to observe this requirement. Each Placee
and anyperson acting on behalf of such Placee agrees to indemnify
the Company, each Bank and their respective Affiliatesand
Representatives in respect of the same on an after-tax basis on the
basis that the Placing Shares will beallotted to the CREST stock
account of the Settlement Bank who will hold them as nominee on
behalf of such Placeeuntil settlement in accordance with its
standing settlement instructions; 42. these terms and conditions
and any agreements entered into by it pursuant to these terms and
conditions(including any non-contractual obligations arising out of
or in connection with such agreements) shall be governedby and
construed in accordance with the laws of England and Wales and it
submits (on behalf of itself and on behalfof any person on whose
behalf it is acting) to the exclusive jurisdiction of the English
courts as regards anyclaim, dispute or matter arising out of any
such contract, except that enforcement proceedings in respect of
theobligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken byeither Bank or the
Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of itssecurities have a quotation on a
recognised stock exchange; 43. each of the Banks, the Company and
their respective Affiliates, Representatives and others will rely
uponthe truth and accuracy of the representations, warranties,
agreements, undertakings and acknowledgements set forthherein and
which are given to each Bank on its own behalf and on behalf of the
Company and are irrevocable and itirrevocably authorises each Bank
and the Company to produce this Announcement, pursuant to, in
connection with, oras may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
withrespect to the matters set forth herein; 44. it will indemnify
on an after-tax-basis and hold the Company, each Bank and their
respective Affiliatesand Representatives and any person acting on
behalf of any of them harmless from any and all costs,
claims,liabilities and expenses (including legal fees and expenses)
arising out of, directly or indirectly, or inconnection with any
breach by it of the representations, warranties, acknowledgements,
agreements and undertakingsin this Appendix and further agrees that
the provisions of this Appendix shall survive after completion of
thePlacing; 45. it irrevocably appoints any director or authorised
signatory of the Banks as its agent for the purposesof executing
and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable itto be registered as the holder
of any of the Placing Shares agreed to be taken up by it under the
Placing; 46. its commitment to
acquire Placing Shares on the terms set out herein and in any
contract note willcontinue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing
andthat Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the
Banks' conduct of the Placing; 47. in making any decision to
acquire the Placing Shares: (i) it has sufficient knowledge,
sophistication andexperience in financial, business and
international investment matters as is required to evaluate the
merits andrisks of acquiring the Placing Shares; (ii) it is
experienced in investing in securities of a similar nature to
theOrdinary Shares and in the sector in which the Company operates
and is aware that it may be required to bear, andis able to bear,
the economic risk of participating in, and is able to sustain a
complete loss in connection with,the Placing and has no need for
liquidity with respect to its investment in the Placing Shares;
(iii) it has reliedsolely on its own investigation, examination,
due diligence and analysis of the Company and its Affiliates taken
asa whole, including the markets in which the Group operates, and
the terms of the Placing, including the merits andrisks involved,
and not upon any view expressed or information provided by or on
behalf of either Bank; (iv) it hashad sufficient time and access to
information to consider and conduct its own investigation with
respect to theoffer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and othereconomic
and financial considerations relevant to such investment and has so
conducted its own investigation to theextent it deems necessary to
enable it to make an informed and intelligent decision with respect
to making aninvestment in the Placing Shares; (v) it is aware and
understands that an investment in the Placing Share involvesa
considerable degree of risk; and (vi) it will not look to either
Bank, any of its Affiliates or Representativesor any person acting
behalf of any of them for all or part of any such loss or losses it
or they may suffer; 48. neither the Company nor either Bank owes
any fiduciary or other duties to it or any Placee in respect ofany
representations, warranties, undertakings or indemnities in the
Placing Agreement or these terms and conditions; 49. in connection
with the Placing, either Bank and any of its Affiliates acting as
an investor for its ownaccount may take up shares in the Company
and in that capacity may retain, purchase or sell for its own
accountsuch shares in the Company and any securities of the Company
or related investments and may offer or sell suchsecurities or
other investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to Placing Shares
being issued, offered or placed should be read as including any
issue, offering orplacement of such shares in the Company to either
Bank or any of its Affiliates acting in such capacity. Inaddition,
either Bank or any of its Affiliates may enter into financing
arrangements and swaps with investors inconnection with which such
Bank or any of its Affiliates may from time to time acquire, hold
or dispose of suchsecurities of the Company, including the Placing
Shares. Neither Bank nor any of its Affiliates intends to
disclosethe extent of any such investment or transactions otherwise
than in accordance with any legal or regulatoryobligation to do so;
and 50. a communication that the Placing or the book is "covered"
(i.e. indicated demand from investors in thebook equals or exceeds
the amount of the securities being offered) is not any indication
or assurance that the bookwill remain covered or that the Placing
and securities will be fully distributed by the Banks. Each Bank
reservesthe right to take up a portion of the securities in the
Placing as a principal position at any stage at its solediscretion,
among other things, to take account of the Company's objectives, UK
MiFID II requirements and/or itsallocation policies.
-- The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmationsare given for the
benefit of each of the Company and each Bank (for their own benefit
and, where relevant, thebenefit of their respective Affiliates and
any person acting on their behalf) and are irrevocable.
-- The agreement to allot and issue Placing Shares to Placees
(or the persons for whom Placees arecontracting as nominee or
agent) free of UK stamp duty and UK stamp duty reserve tax relates
only to theirallotment and issue to Placees, or such persons as
they nominate as their agents, direct from the Company for
thePlacing Shares in question. Neither the Company nor either Bank
will be responsible for any UK stamp duty or UKstamp duty reserve
tax (including any interest, fines and penalties relating thereto)
arising in relation to thePlacing Shares in any other
circumstances.
-- Such agreement is subject to the representations, warranties
and further terms above and also assumes,and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection witharrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance
service.Neither the Company nor either Bank are liable to bear any
stamp duty or stamp duty reserve tax or any othersimilar duties or
taxes (including, without limitation, other stamp, issue,
securities, transfer, registration,capital, or documentary duties
or taxes) ("transfer taxes") that arise (i) if there are any such
arrangements (orif any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale
ofPlacing Shares, or (iii) otherwise than under the laws of the
United Kingdom. Each Placee to whom (or on behalf ofwhom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) theallocation, allotment, issue or delivery
of Placing Shares has given rise to such transfer taxes undertakes
to paysuch transfer taxes forthwith, and agrees to indemnify on an
after-tax basis and hold each Bank and/or the Companyand their
respective Affiliates (as the case may be) harmless from any such
transfer taxes, and all interest, finesor penalties in relation to
such transfer taxes. Each Placee should, therefore, take its own
advice as to whetherany such transfer tax liability arises.
-- In this Announcement, "after-tax basis" means in relation to
any payment made to the Company, either Bankor their respective
Affiliates or their or their Representatives pursuant to this
Announcement where the payment(or any part thereof) is chargeable
to any tax, a basis such that the amount so payable shall be
increased so as toensure that after taking into account any tax
chargeable (or which would be chargeable but for the availability
ofany relief unrelated to the loss, damage, cost, charge, expense
or liability against which the indemnity is givenon such amount
(including on the increased amount)) there shall remain a sum equal
to the amount that wouldotherwise have been so payable.
-- Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that each Bank and/or any of its Affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all ofthe Placing Shares. Each Placee
acknowledges and is aware that each Bank is receiving a fee in
connection with itsrole in respect of the Placing as detailed in
the Placing Agreement.
-- When a Placee or person acting on behalf of the Placee is
dealing with either Bank any money held in anaccount with such Bank
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treatedas client money within the meaning of the
rules and regulations of the FCA made under the FSMA. The
Placeeacknowledges that the money will not be subject to the
protections conferred by the client money rules; as aconsequence,
this money will not be segregated from the relevant Bank's money in
accordance with the client moneyrules and will be used by the
relevant Bank in the course of its own business; and the Placee
will rank only as ageneral creditor of that Bank.
-- Time is of the essence as regards each Placee's obligations
under this Appendix.
-- Any document that is to be sent to a Placee in connection
with the Placing will be sent at such Placee'srisk and may be sent
to it at any address provided by it to either Bank.
-- The rights and remedies of each Bank and the Company under
the terms and conditions set out in thisAppendix are in addition to
any rights and remedies which would otherwise be available to each
of them and theexercise or partial exercise of one will not prevent
the exercise of others.
-- Each Placee may be asked to disclose, in writing or orally to
each Bank: (a) if they are an individual,their nationality; or (ii)
if they are a discretionary fund manager, the jurisdiction in which
the funds aremanaged or owned.
-- The price of shares and any income expected from them may go
down as well as up and investors may not getback the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance andpersons needing advice should consult an
independent financial adviser.
-- All times and dates in this Announcement may be subject to
amendment. The Banks shall notify the Placeesand any person acting
on behalf of the Placees of any changes.
--
APPIX 2
Definitions
-- The following definitions apply throughout this Announcement
unless the context otherwise requires:
-- -- means the acquisition by the Company of Axle Group Holdings Ltd for total
"Acquisition" consideration of GBP62 million on a cash free, debt free basis
-- -- means the share purchase agreement dated the date of this Announcement relating
"Acquisition to the Acquisition;
Agreement"
--
"Acquisition -- means the Company's announcement of the Acquisition published today;
Announcement"
-- -- means admission of the Placing Shares (as well as the Management Subscription
"Admission" Shares and Retail Shares) to the premium listing segment of the Official List and to
trading on the London Stock Exchange's main market for listed securities;
-- -- has the meaning given in Rule 501(b) of Regulation D under the Securities Act or
"Affiliate" Rule 405 under the Securities Act, as applicable and, in the case of the Company, includes
its subsidiary undertakings;
--
"Announcement" -- means this announcement (including its Appendices);
-- "Banks" -- means Investec and Peel Hunt;
-- means the bookbuilding process to be commenced by the Banks immediately following
-- release of this Announcement to use reasonable endeavours to procure Placees for the
"Bookbuild" Placing Shares, as described in this Announcement and subject to the terms and conditions
set out in this Announcement and the Placing Agreement;
-- "Canadian -- means the letter in the form provided by or on behalf of either Bank to Canadian
Investor Letter" Placees.
-- "Closing -- means the day on which the transactions effected in connection with the Placing
Date" will be settled;
-- "Company" -- means Halfords Group plc;
--
"Conditions" -- has the meaning given to it in Appendix 1 to this Announcement;
-- means the relevant system (as defined in the Uncertificated Securities
-- "CREST" Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as
defined in such Regulations) in accordance with which securities may be held and
transferred in uncertificated form;
-- -- means directors of the Company;
"Directors"
-- "EEA" -- means the European Economic Area;
-- -- means Euroclear UK & Ireland Limited, a company incorporated under the laws of
"Euroclear" England and Wales;
-- "EU
Prospectus -- means Regulation (EU) 2017/1129;
Regulation"
-- "EUWA" -- means the European Union (Withdrawal) Act 2018;
-- "Exchange
Information" -- has the meaning given to it in Appendix 1 to this Announcement;
-- "FCA" -- means the UK Financial Conduct Authority;
-- "FPO" -- Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended)
-- "FSMA" -- means the Financial Services and Markets Act 2000 (as amended);
-- -- means the Placing, Management Subscription and Retail Offer together
"Fundraise"
-- "Group" -- means the Company and its subsidiaries;
-- "IBP" -- means Investec Bank plc;
-- "IEL" -- means Investec Europe Limited;
-- -- means Investec Bank plc and Investec Europe Limited;
"Investec"
-- -- means Project Jubilee Funding Limited, registered in Jersey with company number
"JerseyCo" 139462 and having its registered office at 22 Grenville Street, St Helier, Jersey JE4 8PX;
-- "JerseyCo
Ordinary Shares" -- means 11 ordinary shares of no par value in the capital of JerseyCo;
-- "JerseyCo -- means 100 fixed rate redeemable preference shares of no par value in the capital
Preference Shares" of JerseyCo;
-- "JerseyCo -- means Peel Hunt in its capacity as a subscriber for the JerseyCo Subscriber
Subscriber" Shares;
-- "JerseyCo
Subscriber Shares" -- means the JerseyCo Ordinary Shares and the JerseyCo Preference Shares;
-- "Listing -- means the rules and regulations made by the FCA under the FSMA;
Rules"
-- "London
Stock Exchange" -- means London Stock Exchange plc;
--
"Management -- means the subscription for Ordinary Shares by certain directors of the Company;
Subscription"
--
"Management -- means the subscription letters entered into by certain directors of the Company
Subscription today relating to the Management Subscription;
Letter"
--
"Management -- means Ordinary Shares subscribed for pursuant to the Management Subscription;
Subscription
Shares"
-- "Material
Adverse Change" -- has the meaning given to such term in the Placing Agreement;
-- -- means Axle Group Holdings Ltd;
"National"
-- "Offer -- means the price per Ordinary Share at which the Placing Shares are placed;
Price"
-- "Official -- means the Official List of the FCA;
List"
-- "Option -- means the put and call option agreement dated the date of the Placing Agreement
Agreement" between the Company, the Banks and JerseyCo in respect of the JerseyCo Subscriber Shares;
-- "Ordinary -- means an ordinary share of one penny each in the capital of the Company;
Share"
-- "Peel -- means Peel Hunt LLP;
Hunt"
-- "Placee" -- means any person (including individuals, funds or otherwise) by whom or on whose
behalf a commitment to acquire Placing Shares has been given;
-- "Placing" -- means the placing to take place by way of accelerated bookbuild for which the
Banks have been appointed joint global coordinators and joint bookrunners (on a several
basis);
-- "Placing -- has the meaning given to it in Appendix 1 to this Announcement;
Agreement"
-- "Placing -- means the Ordinary Shares to be subscribed by the Placees;
Shares"
-- "Placing -- has the meaning given to it in Appendix 1 to this Announcement;
Terms"
-- "Pricing
Announcement" -- has the meaning given to it in Appendix 1 to this Announcement;
--
"qualified -- has the meaning given to such term in Rule 144A under the Securities Act;
institutional buyer
" or "QIB"
-- -- means qualified investors within the meaning of Article 2(E) of the EU Prospectus
"Qualified Regulation;
Investors"
--
"Regulation S" -- means Regulation S promulgated under the Securities Act;
--
"Regulatory -- means any of the services set out in Appendix 3 of the Listing Rules;
Information
Service"
-- means qualified investors within the meaning of Article 2(E) of the UK Prospectus
-- "Relevant Regulation who are (i) persons who fall within the definition of "investment professional"
Persons" in Article 19(5) of the FPO; or (ii) persons who fall within Article 49(2)(a) to (d) ("high
net worth companies, unincorporated associations, etc") of the FPO; or (c) persons to whom
they may otherwise be lawfully communicated;
--
"Representative" -- has the meaning given to it in Appendix 1 to this Announcement;
-- -- means Australia, Canada, Japan, the Republic of South Africa, the United States
"Restricted or any jurisdiction in which the release, publication or distribution of this Announcement
Territory" is unlawful;
-- "Retail -- means the offer of Ordinary Shares being made by the Company on the PrimaryBid
Offer" platform;
-- "Retail -- means the engagement letter and conditional subscription letter entered into by
Offer Documents" the Company and PrimaryBid Limited today relating to the Retail Offer;
-- "Retail -- means Ordinary Shares subscribed for pursuant to the Retail Offer;
Shares"
--
"Securities Act" -- means the U.S. Securities Act of 1933, as amended;
-- "SMR" -- means automotive servicing, maintenance and repair;
-- -- means the subscription and transfer agreement dated the date of the Placing
"Subscription and Agreement between the Company, JerseyCo and the JerseyCo Subscriber in respect of the
Transfer Agreement" JerseyCo Ordinary Shares and the JerseyCo Preference Shares;
--
"subsidiary" or
"subsidiary -- each have the meaning given to that term in the Companies Act 2006;
undertaking"
-- "transfer -- has the meaning given to it in Appendix 1 to this Announcement;
taxes"
-- "UK -- means Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of
Market Abuse the EUWA;
Regulation"
-- "UK MiFID -- means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of
II" the EUWA;
-- "UK -- means the Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue
Prospectus of the EUWA;
Regulation"
-- -- means in respect of a share or other security, where that share or other security
"uncertificated" or is recorded on the relevant register of the share or security concerned as being held in
"in uncertificated uncertificated form in CREST and title to which may be transferred by means of CREST;
form"
-- "United
Kingdom" or "UK" -- means the United Kingdom of Great Britain and Northern Ireland;
-- "United -- means the United States of America, its territories and possessions, any state of
States" or "US" the United States of America, the District of Columbia and all other areas subject to its
jurisdiction and any political sub-division thereof; and
-- "US -- means the letter in the form provided by or on behalf of either Bank to US
Investor Letter" Placees.
-- Unless otherwise indicated in this Announcement, all
references to "GBP", "GBP", "pounds", "pound sterling", "sterling",
"p", "penny" or "pence" are to the lawful currency of the United
Kingdom.
-----------------------------------------------------------------------------------------------------------------------
ISIN: GB00B012TP20
Category Code: IOE
TIDM: HFD
LEI Code: 54930086FKBWWJIOBI79
Sequence No.: 128090
EQS News ID: 1253495
End of Announcement EQS News Service
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