TIDMHSW
RNS Number : 9815Q
Hostelworld Group PLC
24 June 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION
596/2014 (" MAR ").
Hostelworld Group plc
("Hostelworld", the "Company" or the "Group")
Proposed Placing of New Ordinary Shares
Hostelworld, a leading global OTA focused on the hostel market,
today announces its intention to conduct a non-pre-emptive placing
of new ordinary shares of EUR0.01 each in the capital of the
Company (the "Placing Shares") representing up to approximately
19.9 per cent. of the Company's existing issued share capital (the
"Placing").
The Placing, which is being conducted by way of an accelerated
bookbuild (the "Bookbuild"), available to qualifying new and
existing investors, will be launched immediately following the
release of this announcement.
Trading update
Hostelworld has separately today issued a trading and financing
update (the "Update") which provides further detail on its response
to date to the challenges presented by COVID-19, including the
announcement of proposed new banking facilities. The proposed new
banking facilities outlined in the Update are not conditional on
completion of the Placing.
This announcement (together with the Appendix, the
"Announcement") should be read in conjunction with the Update.
Reasons for the Placing
Hostelworld's Board and Management believe that the net proceeds
from the proposed Placing (together with the proposed new banking
facilities) will:
-- Materially strengthen the Group's position, in an uncertain environment
-- Strengthen the Group's balance sheet, giving greater flexibility and resilience
-- Provide essential liquidity through FY20 and FY21 in both of
the Group's projected demand recovery scenarios, including the
"Pessimistic Case"
-- Enable the Group to emerge in a materially stronger position
as travel restrictions start to ease, and accelerate growth in the
"Base Case" as demand returns
Management has considered two indicative scenarios, a "Base
Case" and a "Pessimistic Case". The Base Case assumes a moderate
uptick in bookings in H2 2020 with a modest and steady recovery
throughout 2021, such that net bookings compared to FY2019 levels
are assumed to be 25% and 65% respectively for FY2020 and FY2021,
and net revenue compared to FY2019 levels is assumed to be 20% and
60% respectively for FY2020 and FY2021. In the Base Case, operating
expenses in FY2020 are assumed to decrease by 24%, from EUR7
million in Q1 to EUR5.3 million by Q4 FY2020. In FY2021 marketing
costs as a % of net revenue are slightly above 2019 levels, and
operating expenses are assumed to increase slightly, in line with
bookings.
The Pessimistic Case assumes a second wave of COVID-19, leading
to significant disruption in global travel in H1 2021 and a slower
recovery in bookings in 2020 (with bookings in Q1 2021 assumed to
be at minimal levels approximately equivalent to Q2 2020 levels)
and 2021 such that net bookings are assumed to be slightly below
the Base Case in FY2020 and 30% of 2019 levels in FY 2021, and net
revenue is assumed to be slightly below the Base Case in 2020 and
20% of FY2019 levels in FY 2021. Operating expenses in FY2021 in
the Pessimistic Case are assumed to be reduced compared to H2 2020
by an additional 22% when compared to the same reductions assumed
in the Base Case.
In each indicative scenario:
-- estimated cash on hand of c. EUR15 million at the end of H1 2020 is assumed; and
-- estimated monthly cash burn of c. EUR1.9 million in H2 2020 is assumed.
Shareholder consultation and Directors and Senior Management
participation
Hostelworld acknowledges that it is seeking to issue Placing
Shares amounting to up to approximately 19.9% of the existing
issued share capital of the Company on a non-pre-emptive basis and
therefore, in line with the recommendations of the Pre-emption
Group, it has consulted with its major institutional shareholders
ahead of the release of this Announcement. The Placing structure
has been chosen as it minimises cost, time to completion and
management distraction during an important and unprecedented time
for the sector and the Company. The consultation has confirmed the
Board's unanimous view that the Placing is in the best interest of
shareholders, as well as wider stakeholders in Hostelworld, and
will promote the long-term success of Hostelworld.
Certain directors of the Company and members of the senior
management team intend to participate in the Placing to contribute
approximately GBP65k in aggregate.
Details of the Placing
Numis Securities Limited ("Numis") is acting as global
co-ordinator and joint bookrunner, and J&E Davy ("Davy") is
acting as joint bookrunner, in relation to the Placing (Davy,
together with Numis, being the "Joint Bookrunners"). The Company,
Numis and Davy have entered into a placing agreement dated 24 June
2020 in connection with the Placing (the "Placing Agreement").
The Placing will be conducted through the Bookbuild which will
be launched immediately following the release of this Announcement,
in accordance with the terms and conditions of the Placing set out
in the Appendix to this Announcement.
The final number of Placing Shares and the price at which such
shares will be subscribed for (the "Placing Price") will be
determined at the close of the Bookbuild, and the result will be
announced as soon as practicable thereafter. The timing for the
close of the Bookbuild, the allocation of the Placing Shares and
the Placing Price shall be determined together by, and at the
absolute discretion of Numis, Davy and the Company. The Placing is
not underwritten.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
existing ordinary shares in the capital of the Company, including,
without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Applications will be made (a) to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to the premium
listing segment of the Official List and to London Stock Exchange
plc for admission of the Placing Shares to trading on its main
market for listed securities and (b) to The Irish Stock Exchange
plc, trading as Euronext Dublin ("Euronext Dublin") for admission
of the Placing Shares to the secondary listing segment of the
Official List of Euronext Dublin and to trading on its main market
for listed securities (together, "Admission").
Settlement for the Placing Shares and Admission are expected to
take place on or before 8.00 a.m. on 29 June 2020. The Placing is
conditional upon, amongst other things, Admission becoming
effective. The Placing is also conditional upon the Placing
Agreement not being terminated in accordance with its terms. The
Appendix to this Announcement sets out further information relating
to the Bookbuild and the terms and conditions of the Placing.
Gary Morrison, Chief Executive of Hostelworld, commented:
"In these unprecedented times, our key priorities have been to
(i) support our employees, our customers and our hostel partners;
(ii) preserve our cash; (iii) strengthen our capital base as part
of our contingency planning and (iv) take this opportunity to
progress, where possible, our Roadmap for Growth.
While the short term outlook for the travel industry remains
extremely challenging, I remain confident that Hostelworld will
emerge from the COVID-19 crisis stronger than before and be able to
seize market opportunities when normal travel patterns resume.
The proposed Placing and proposed new banking facilities
announced today are expected to materially strengthen Hostelworld's
position in an uncertain environment. The Group expects to have
greater flexibility and resilience to operate through an extended
period of disruption, with the potential in the Base Case to invest
and react quickly to commercial opportunities when they arise. The
Placing provides essential liquidity in both of the indicative
scenarios that we have considered, with the ability to accelerate
growth in the Base Case.
I would like to take this opportunity to thank our existing
shareholders and look forward to welcoming new shareholders to our
register. I would also like to thank the wider team across the
Group for the resilience they have shown through these challenging
times."
MAR information
This announcement contains inside information for the purposes
of Article 7 of MAR. For the purposes of MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055, this
announcement is being made on behalf of the Company by TJ Kelly,
Chief Financial Officer.
In addition, market soundings (as defined in MAR) were taken in
respect of the Placing with the result that certain persons became
aware of inside information (as defined in MAR), as permitted by
MAR. This inside information is set out in this Announcement and
the Update. Therefore those persons that received inside
information in a market sounding are no longer in possession of
such inside information relating to the Company and its
securities.
For further information please contact:
Hostelworld Group plc
Gary Morrison Chief Executive Officer
TJ Kelly Chief Financial Officer
Rudolf O'Kane Head of Commercial Finance
Tel: +353 (0) 1 498 0700
Numis (Global Co-ordinator, Joint Bookrunner and Joint Corporate
Broker)
Nick Westlake
Matt Lewis
Ollie Steele
Tel: +44 (0)20 7260 1000
Davy (Joint Bookrunner and Joint Corporate Broker)
John Frain
Orla Cowzer
Barry Murphy
Tel: +353 (0)1 679 6363
Powerscourt (Financial PR adviser)
Lisa Kavanagh
Eavan Gannon
Jack Shelley
Tel: +44 (0) 20 7250 1446
Email: hostelworld@powerscourt-group.com
About Hostelworld Group
Hostelworld Group, the global hostel-focussed online booking
platform, inspires passionate travellers to Meet The World, and
come back with life-changing stories to tell. Our customers are not
your average tourists; they crave cultural connection and unique
experiences that we make possible by providing an unbeatable
selection of hostels in unmissable locations - all in the palm of
their hand.
It is the social nature and community feel of hostels and their
environment that enable travellers to embrace journeys of
discovery, adventure and meaning. We have more than 13 million
reviews across more than 17,700 hostels in more than 179 countries,
making our brand the leading online hub for social travel. Our
website operates in 19 different languages and our mobile app in 13
languages.
This Announcement should be read in its entirety. In particular,
you should read and understand the
information provided in the "Important Notices" section of this
Announcement.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand or
the Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of securities
laws of such jurisdictions.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from, or transactions not subject to, the registration requirements
of the US Securities Act and in compliance with the securities laws
of any state or other jurisdiction of the United States. There will
be no public offering of any securities referred to herein in the
United States or elsewhere.
All offers of Placing Shares will be made pursuant to an
exemption under the Regulation (EU) 2017/1129 (the "Prospectus
Regulation") as amended from time to time from the requirement to
produce a prospectus. No prospectus will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the Prospectus
Regulation) to be published. Persons needing advice should consult
an independent financial adviser being, (i) if you are resident in
the United Kingdom a financial adviser who is authorised under the
Financial Services and Markets Act 2000, as amended, (ii) in the
case of shareholders resident in Ireland, an organisation or firm
authorised or exempt under the Investment Intermediaries Act 1995
(as amended) of Ireland or an authorised investment firm within the
meaning of the European Union (Markets in Financial Instruments)
Regulations 2017 (as amended)) or (iii) another appropriately
authorised professional adviser if you are resident in a territory
outside of the United Kingdom or Ireland.
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 price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of shares acquired. Past performance is no guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) in Member States of the Economic European Area,
qualified investors within the meaning of article 2(1)(e) of the
Prospectus Regulation ("Qualified Investors"); and (b) in the
United Kingdom, Qualified Investors who are also persons (i) who
have professional experience in matters relating to investments
falling within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii)
who fall within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) to whom
it may otherwise be lawfully communicated; (all such persons
together being referred to as "Relevant Persons"). In the United
Kingdom and Member States of the Economic European Area, this
Announcement must not be acted on or relied on by persons who are
not Relevant Persons and any investment or investment activity to
which this Announcement relates is available only to and will be
engaged in only with Relevant Persons.
The distribution of this Announcement (including the Appendix)
and the offering of the Placing Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company,
and/or the Joint Bookrunners that would permit an offering of such
shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and
to observe, such restrictions.
This Announcement is not being distributed, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA"), by a person authorised
under FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by the Joint Bookrunners, or
by any of their respective directors, officers, employees,
advisers, consultants, affiliates or agents as to or in relation
to, the accuracy or completeness of this Announcement or any other
written or oral information made available to any interested person
or its advisers, and any liability therefore is expressly
disclaimed. None of the information in this Announcement has been
independently verified or approved by the Joint Bookrunners or any
of their respective directors, officers, employees, advisers,
consultants, affiliates or agents. Save for any responsibilities or
liabilities, if any, imposed on the Joint Bookrunners by FSMA or by
the regulatory regime established under it, and in the case of
Davy, Euronext Dublin, the Central Bank of Ireland or other
applicable law the application of which may not be excluded, no
responsibility or liability is accepted by the Joint Bookrunners or
any of their respective, directors, officers, employees, advisers,
consultants, affiliates or agents for any errors, omissions or
inaccuracies in this Announcement or in such information or
opinions or for any loss, cost or damage suffered or incurred
howsoever arising, directly or indirectly, from any use of this
Announcement or its contents or such information or opinions or
otherwise in connection with this Announcement or from any acts or
omissions of the Company in relation to the Placing.
Numis is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Davy is regulated in Ireland by the
Central Bank of Ireland. The Joint Bookrunners are acting solely
for the Company and no-one else in connection with the Placing and
will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing, the
contents of this Announcement or any other matters described in
this Announcement. The Joint Bookrunners will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in
connection with the Placing, the contents of this Announcement or
for any other matters described in this Announcement.
Cautionary statements
This Announcement may contain, and the Company may make verbal
statements containing, "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
The information contained in this Announcement is subject to
change without notice and except as required by applicable law or
regulation (including to meet the requirements of the Listing
Rules, the Euronext Dublin Listing Rules, MAR, FSMA, Euronext
Dublin and/or the Central Bank of Ireland), the Company expressly
disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statements are based. Statements
contained in this Announcement regarding past trends or activities
should not be taken as representation that such trends or
activities will continue in the future. You should not place undue
reliance on forward-looking statements, which speak only as of the
date of this Announcement.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX 1
TERMS AND CONDITIONS OF THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION
PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS, WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS
REGULATION ("QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN
THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (THE "ORDER"), OR (II) HIGH NET WORTH BODIES
CORPORATE, UNINCORPORATED ASSOCIATIONS AND PARTNERSHIPS AND
TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE
ORDER, OR(C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C)
ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT (OR ANY PART THEREOF)
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE
OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY
SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS
ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, IRELAND, THE
UNITED STATES, ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa or any jurisdiction in
which publication or distribution of this Announcement and/or an
offer to sell or issue, or the solicitation of an offer to buy or
subscribe for, Placing Shares (or the acceptance of any such offer)
would be unlawful; (each a "Restricted Territory"). The
distribution of this Announcement and the Placing and/or the offer
or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by
J&E Davy ("Davy") or Numis Securities Limited ("Numis") or any
of their respective Affiliates, or any person acting on behalf of
any of them which 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 distributing this Announcement (or any part thereof)
must satisfy themselves that it is lawful to do so. 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 such
action. Persons into whose possession this Announcement comes are
required by the Company and the Banks to inform themselves about,
and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the 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 ("FSMA") does not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
State securities commission or any other regulatory authority in
the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful in the United States.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in 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.
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 any of its Affiliates, or any person acting on behalf of
any of them 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 party or its advisers,
and any liability therefor is expressly disclaimed.
Numis is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Davy is regulated in Ireland by the
Central Bank of Ireland. The Banks are acting solely for the
Company and no-one else in connection with the Placing and will not
regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing, the contents
of this Announcement or any other matters described in this
Announcement. The Banks will not be responsible to anyone other
than the Company for providing the protections afforded to their
respective clients or for providing advice in connection with the
Placing, the contents of this Announcement or any other matters
described in this Announcement.
None of the Company or the Banks or their respective Affiliates,
or any person acting on behalf of any of them makes any
representation or warranty, express or implied to any Placees
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee
should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing
Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
bound by the terms and conditions contained in this Appendix,
including being deemed to provide (and shall only be permitted to
participate in the Placing on the basis that they have provided)
the representations, warranties, acknowledgements, indemnities,
undertakings, confirmations and agreements set out herein.
In particular each such Placee represents, warrants and
acknowledges that:
a) 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;
b) except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it and
any account with respect to which it exercises sole investment
discretion, is either (i) outside the United States acquiring the
Placing Shares in an "offshore transaction" as defined in and in
accordance with Regulation S under the Securities Act or (ii) a
"qualified institutional buyer" ("QIB") as defined in Rule 144A
under the Securities Act ("Rule 144A"); and
c) if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
any 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
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the
Banks has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at in Appendix
2.
Bookbuild
Following this Announcement, the Banks will commence a
bookbuilding process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Members
of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
Numis is acting as global co-ordinator, joint bookrunner and
placing agent, and Davy is acting as joint bookrunner and placing
agent, in connection with the Placing. The Banks have entered into
an agreement with the Company (the "Placing Agreement") under
which, subject to the terms and conditions set out therein, the
Banks, as agents for and on behalf of the Company, agree to use
their respective reasonable endeavours to procure Placees for the
Placing Shares at a price to be determined following completion of
the Bookbuild, and to the extent that, following the execution of
the terms of subscription (the "Terms of Placing") (if executed) by
all the parties to the Placing Agreement, any Placee defaults in
paying the Placing Price in respect of any of the Placing Shares
allocated to it, each Bank severally agrees to subscribe in its
agreed proportion for such Placing Shares at the Placing Price on
the Closing Date.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Placing Price") and the final number of Placing
Shares will be decided at the close of the Bookbuild following
which the Terms of Placing are expected to be executed. The timing
of the closing of the Bookbuild, pricing and allocations are at the
discretion of the Company and the Banks. Details of the Placing
Price and the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid and will rank pari
passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid in respect of the Ordinary Shares after the
date of issue. The Placing Shares will be issued free of any
encumbrances, liens or other security interests.
Application for admission to trading
Applications will be made to (i) the Financial Conduct Authority
("FCA") for admission of the Placing Shares to the premium listing
segment of the Official List of the FCA and to London Stock
Exchange plc ("London Stock Exchange") for admission to trading of
the Placing Shares on its Main Market for listed securities; and
(ii) The Irish Stock Exchange plc, trading as Euronext Dublin
("Euronext Dublin") for admission of the Placing Shares to the
secondary listing segment of the Official List of Euronext Dublin
and to trading of the Placing Shares on the Main Securities Market
of Euronext Dublin. It is expected that Admission will become
effective at 8.00 a.m. on 29 June 2020 (or such later date as may
be agreed between the Company and the Banks).
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.
Participation will only be available to persons who may lawfully
be, and are, invited to participate by any of the Banks. Each of
the Banks and their respective Affiliates are entitled to enter
bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Banks by all Placees whose bids are
successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Banks and the
Company following completion of the Bookbuild. Any discount to the
market price of the Ordinary Shares will be determined in
accordance with the FCA Listing Rules published pursuant to Part IV
of the FSMA and applicable guidelines. The Placing Price will be
announced on a Regulatory Information Service following the
completion of the Bookbuild.
3. To participate in the Bookbuild, Placees should communicate
their bid by telephone or in writing to their usual sales contact
at one of the Banks. Each bid should state the number of Placing
Shares which the prospective Placee wishes to acquire either at the
Placing Price which is ultimately established by the Company and
the Banks or at prices up to a price limit specified in its bid.
Bids may be scaled down on the basis referred to in paragraph 6
below. Each of the Banks reserves the right not to accept bids or
to accept bids in part rather than in whole.
4. The Bookbuild is expected to close no later than 7 a.m.
(London time) on 25 June 2020 but may be closed earlier or later,
at the discretion of the Banks and the Company. The Banks may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed.
5. Each Placee's allocation will be confirmed to Placees orally
by the relevant Bank following the close of the Bookbuild, and a
contract note or trade confirmation will be dispatched as soon as
possible thereafter. Subject to paragraph 7 below, the relevant
Bank's oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of such Bank and the
Company, under which such Placee agrees to acquire the number of
Placing Shares allocated to it and to pay the relevant Placing
Price on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association.
6. Subject to paragraphs 2 and 3 above, the Banks will, in
effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares and may
scale down any bids for this purpose on such basis as they may
determine. The Banks may also, notwithstanding paragraphs 2 and 3
above and subject to the prior consent of the Company, (i) allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time and (ii) allocate Placing
Shares after the Bookbuild has closed to any person submitting a
bid after that time. The acceptance of offers shall be at the
absolute discretion of the Company and the Banks.
7. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the receipt, compliance
and/or execution (as may be applicable) by each Placee of or with
an investor representation letter (each an "Investor Representation
Letter") in the form provided to it by one of the Banks or its
Affiliates.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Bank's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bank (as agent of the Company), to
pay it (or as it may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
that such Placee has agreed to acquire. Such Placees' obligations
will be owed to the Company and to the relevant Bank. The Company
shall allot such Placing Shares to each Placee following each
Placee's payment to the relevant Bank of such amount.
9. Except as required by law or regulation, no press release or
other announcement will be made by any of the Banks or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
10. 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 same time, on the basis explained below
under "Registration and Settlement".
11. 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 being terminated on the basis referred to below
under "Termination of the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Bank.
13. To the fullest extent permissible by law, none of the Banks,
the Company or any of their respective Affiliates or persons acting
on behalf of any of them shall have any responsibility or liability
to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of the Banks, nor the
Company, nor any of their respective Affiliates or persons acting
on behalf of any of them shall have any responsibility or liability
(including to the 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, their
respective Affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Banks' obligations under the Placing Agreement are
conditional on certain conditions, including (in summary):
a) the Terms of Placing having been entered into by the Company and the Banks;
b) the publication by the Company of the results of the Placing
on a Regulatory Information Service;
c) in the opinion of the Banks (acting in good faith), there
having been no Material Adverse Change since the date of the
Placing Agreement;
d) the Company having complied with all of the agreements and
undertakings, and satisfied or performed all of the conditions and
obligations on its part to be performed or satisfied under the
Placing Agreement and Appendix 1 of this Announcement, save for any
non-compliance, non-satisfaction or non-performance which the Banks
(acting in good faith) do not consider to be material in the
context of the Group, the Placing or Admission;
e) the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement; and
f) Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on 29 June 2020 (or such later date as the
Company and the Banks may agree).
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Global Co-ordinator (in
consultation with Davy) by the relevant time or date specified (or
such later time or date as the Company and the Banks may agree); or
(ii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by it in respect thereof.
The Global Co-ordinator (in consultation with Davy) may, at its
discretion extend the time for satisfaction of any condition or
waive compliance by the Company with the whole or any part of any
of the Company's obligations in relation to the conditions in the
Placing Agreement save that the above conditions relating, inter
alia, to the Terms of the Placing having been entered into,
Admission taking place and the Company allotting the Placing Shares
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
None of the Banks nor any of their respective Affiliates, nor
any person acting on behalf of any of them shall have any liability
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision it may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
it may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of the Banks.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Each Bank is entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if (in summary): (i)
there has been a breach by the Company of any of the warranties
contained in the Placing Agreement (ii) there has been a breach by
the Company of any obligations contained in the Placing Agreement
which, in the opinion of a Bank acting in good faith, is material
in the context of the Group, Admission or the Placing; (iii) in the
opinion of a Bank acting in good faith, there has been a Material
Adverse Change; (iv) an application for Admission is withdrawn or
refused by the FCA, the London Stock Exchange or Euronext Dublin;
or, in the opinion of a Bank (acting in good faith), will not be
granted; (v) there has occurred a material adverse change in
certain financial markets, a suspension or limitation to trading
generally on the NYSE American, the New York Stock Exchange, the
NASDAQ National Market, the London Stock Exchange or Euronext
Dublin, a material disruption in commercial banking or securities
settlement or clearance, a material change in taxation, the
imposition of exchange controls, or the declaration of a banking
moratorium, in each case the effect of which is such as to make it,
in the opinion of a Bank (acting in good faith), impracticable or
inadvisable to market the Placing Shares or to enforce contracts
for the acquisition of Placing Shares or to proceed with the
Placing.
By participating in the Placing, Placees agree that the exercise
by a Bank of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of the
Bank or for agreement between the Company and one or more of the
Banks (as the case may be) and that neither the Company nor the
Banks need make any reference to, or consultation with, Placees and
that neither they nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to
Placees whatsoever in connection with any such exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA, the
Central Bank of Ireland (or any other competent authority) in
relation to the Placing, and Placees' commitments will be made
solely on the basis of publicly available information taken
together with the information contained in this Announcement, and
the Exchange Information (as defined below) previously published by
or on behalf of the Company simultaneously with or prior to the
date of this Announcement and subject to the further terms set
forth in the contract note or trade confirmation to be provided to
individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement and the publicly available information
released by or on behalf of the Company is exclusively the
responsibility of the Company and confirms to the Banks and the
Company that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company (other than publicly available information)
or the Banks or their respective Affiliates or any other person and
none of the Banks or the Company, or any of their respective
Affiliates or any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company when deciding to participate in the
Placing.
Restriction on issues of securities
The Company has undertaken to the Banks that, from the date of
the Placing Agreement until 180 calendar days after the Closing
Date (both dates inclusive), it will not, without the prior written
consent of the Global Co-ordinator (in consultation with Davy)
enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain customary exceptions and to
waiver by the Global Co-ordinator (in consultation with Davy).
By participating in the Placing, Placees agree that the exercise
by the Global Co-ordinator (in consultation with Davy) of any power
to grant consent to waive the undertaking by the Company shall be
within the absolute discretion of the Global Co-ordinator (in
consultation with Davy) and that they need not make any reference
to, or consult with, Placees and that they shall have no liability
to Placees whatsoever in connection with any such exercise of the
power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BYYN4225) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Banks and the Company reserve
the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if
delivery or settlement is not practicable in CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or trade
confirmation in accordance with the standing arrangements in place
with the relevant Bank stating the number of Placing Shares to be
allocated to it at the Placing Price, the aggregate amount owed by
such Placee to the Banks and settlement instructions. It is
expected that such contract note or trade confirmation will be
dispatched on or around 25 June 2020 and that this will also be the
trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Bank.
The Company will deliver the Placing Shares to a CREST account
operated by one or more of the Banks and each such Bank will enter
its delivery (DEL) instruction into the CREST system. Each such
Bank will hold any Placing Shares delivered to its CREST account as
nominee for the Placees. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 29 June 2020 on a T+2
basis 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 the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks may acquire and retain such shares as
principal or may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however remain liable for
any shortfall below the aggregate amount owed by it and 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 or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. The foregoing is without prejudice to any
cause of action the Banks may have against a defaulting Placee. If
Placing Shares are to be delivered to a custodian or settlement
agent, Placees should ensure that the contract note or trade
confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, save as
provided below, be so registered free from any liability to UK
stamp duty or UK stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
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 duty reserve tax is payable in connection with any
subsequent transfer of or agreement to transfer Placing Shares),
neither the Banks 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) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Banks (in their capacity as global co-ordinator, joint
bookrunners, underwriters and as placing agents of the Company in
respect of the Placing) and the Company, in each case as a
fundamental term of its application for Placing Shares, the
following:
1. it has read and understood this Announcement in its entirety
and that its acquisition 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. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation and it has not received
and will not receive a prospectus, admission document or other
offering document in connection with Admission, the Bookbuild, the
Placing or the Placing Shares;
3. that the issued Ordinary Shares are admitted to trading on
the London Stock Exchange and Euronext Dublin and the Company is
therefore required to publish certain business and financial
information in accordance with applicable law, including MAR and
the rules and practices of the London Stock Exchange and/or the FCA
and/or Euronext Dublin (collectively, the "Exchange Information"),
which includes the Update and a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account, and similar statements for preceding
financial years and that it has reviewed such Exchange Information
and that it is able to obtain or access such Exchange
Information;
4. that none of the Banks, nor the Company nor any of their
respective Affiliates nor any person acting on behalf of any of
them has provided, and none of them will provide, it with any
material or information regarding the Bookbuild, the Placing, the
Placing Shares or the Company or any other person other than this
Announcement (which is the sole responsibility of the Company), nor
has it requested any of the Banks, the Company, or any of their
respective Affiliates nor 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, that it
is not, and at the time the Placing Shares are acquired, neither it
nor any beneficial owner of the Placing Shares will be, a resident
of a Restricted Territory, and it further acknowledges that the
Placing Shares have not been and will not be registered or
otherwise qualified, for offer or sale nor will an offering
document, prospectus or admission document be cleared or approved
in respect of any of the Placing Shares under the securities
legislation of the United States or any other Restricted Territory
or elsewhere 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 for that purpose is
required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Banks or any of
their respective Affiliates or any person acting on behalf of any
of them has or shall have any responsibility or liability for any
information, representation or statement contained in this
Announcement or any information, representation or statement
previously or subsequently published by or on behalf of the
Company, including, without limitation, the Exchange Information,
and will not be liable for any Placee's decision to participate in
the Placing based on any information, representation or statement
contained in this Announcement or any information, representation
or statement previously published by or on behalf of the Company or
otherwise. Each Placee further represents, warrants and agrees that
the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and the Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares, and
that it has neither received nor relied on any other information
given or investigations, representations, warranties or statements
made by the Banks or the Company or any of their respective
Affiliates or any person acting on behalf of any of them and none
of the Banks or the Company or any of their respective Affiliates
or any person acting on behalf of any of them will be liable for
any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing
and that none of the Banks or any of their respective Affiliates or
any person acting on behalf of any of them have made any
representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Announcement or the
Exchange Information, and each of them expressly disclaims any
liability in respect thereof;
7. that it has not relied on any information, representation or
statement relating to the Company contained in any research report
prepared by any of the Banks, any of their respective Affiliates or
any person acting on behalf of any of them and understands that (i)
none of the Banks or any of their respective Affiliates nor any
person acting on behalf of any of them has or shall have any
liability for any such information, representation or statement;
(ii) none of the Banks or any of their respective Affiliates nor
any person acting on behalf of any of them has or shall have any
liability for any additional information that has otherwise been
made available to such Placee, whether at the date of publication,
the date of this document or otherwise; and that (iii) none of the
Banks or any of their respective Affiliates nor any person acting
on behalf of any of them makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such information, representation or statement, whether at the date
of publication, the date of this Announcement or otherwise;
8. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
9. acknowledges that no action has been or will be taken by the
Company, the Banks or any person acting on behalf of the Company or
the Banks that would, or is intended to, permit a public offer of
the Placing Shares in any country or jurisdiction where any such
action for that purpose is required;
10. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Banks, the Company or any of their
respective Affiliates or any person acting on behalf of any of them
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
11. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
12. that it has complied with its obligations under the Criminal
Justice Act 1993 and the Market Abuse Regulation and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), 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 or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the Banks have not received such
satisfactory evidence, the Banks may, in their absolute discretion,
terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Banks will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
13. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Banks and the Company for the performance of all its obligations in
respect of the Placing (regardless of the fact that it is acting
for another person);
14. if in a Member State of the EEA it is a "Qualified Investor"
within the meaning of Article 2(e) of the Prospectus
Regulation;
15. if in the United Kingdom, that it is a Qualified Investor:
(i) who falls within the definition of "investment professionals"
in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who falls
within Article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order or (iii) to whom
this Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
16. if in Australia, it is a "wholesale investor" being a
sophisticated or experienced investor meeting the criteria in
sections 708(8) or (10) of the Corporations Act 2001 (the
"Corporations Act") or a "professional investor" (in each case as
defined in the Corporations Act) or does not otherwise require
disclosure pursuant to one or more exemptions contained in section
708 of the Corporations Act so that it is lawful to offer the
Placing Shares without disclosure to investors under Chapter 6D of
the Corporations Act;
17. it is not acquiring the Placing Shares for the purposes of
selling or transferring them, or granting, issuing or transferring
interests in, or options or warrants over, them, within Australia
within the period of 12 months after the date of allotment except
in circumstances where disclosure to investors under Chapter 6D of
the Corporations Act would not be required pursuant to an exemption
under section 708 of the Corporations Act or otherwise or where the
offer is pursuant to a disclosure document which complies with
Chapter 6D of the Corporations Act;
18. that it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentation or other materials concerning the Placing, in or into
the United States or any other Restricted Territory (including
electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
19. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
20. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
21. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation, that 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 Qualified Investors or persons in the United
Kingdom other than Relevant Persons, or in circumstances in which
the prior consent of the Banks and the Company has been given to
the proposed offer or resale;
22. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to
Relevant Persons or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of FSMA;
23. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
except to Qualified Investors or otherwise in circumstances which
have not resulted in and which will not result in an offer to the
public in any member state of the EEA within the meaning of the
Prospectus Regulation;
24. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
25. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
26. if it has received any inside information about the Company
in advance of announcement of the Placing, it has not: (i) dealt in
the securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by the MAR,
prior to the information being made publicly available, or taken
any other action that is in breach of MAR;
27. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to acquire the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Banks, any of their respective Affiliates or any person acting
on behalf of any of them being in breach of the legal and/or
regulatory requirements and/or any anti-money laundering
requirements of any territory in connection with the Placing; and
(iv) that the acquisition of the Placing Shares by it or any person
acting on its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
28. that it (and any person acting on its behalf) has the funds
available to pay for and will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due
time and date set out herein against delivery of such Placing
Shares to it, failing which the relevant Placing Shares may be
placed with other Placees, acquired or sold as the Banks may in
their absolute discretion determine (subject to the allocation
policies agreed with the Company) and without liability to such
Placee. It will, however, remain liable for any shortfall and may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) due pursuant to the terms
set out or referred to in this Announcement which may arise upon
the sale of such Placee's Placing Shares on its behalf;
29. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Banks or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
30. that none of the Banks nor any of their respective
Affiliates nor any person acting on behalf of any of them, is
making any recommendation to it, or advising it regarding the
suitability or merits of any transaction it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of any Bank
and that the Banks do not have any duties or responsibilities to it
for providing the protections afforded to their respective clients
or customers or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of the Banks' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
31. that 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 the Banks nor the Company nor any of their
respective Affiliates will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar duties or
taxes (together with any interest or penalties) resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to indemnify each of the
Banks, the Company and their respective Affiliates in respect of
the same on an after-tax basis on the basis that the Placing Shares
will be allotted to the CREST stock account of one or more of the
Banks who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement
instructions;
32. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of or in connection with these
terms and conditions and any such agreement and/or non-contractual
obligations, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Banks or the
Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
33. that each of the Banks, the Company and their respective
Affiliates and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings,
confirmations and acknowledgements set forth herein and which are
given to each of the Banks and the Company and are irrevocable and
it irrevocably authorises each of the Banks and the Company to
produce this Announcement, pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth herein;
34. that it will indemnify on an after-tax basis and hold each
of the Banks, the Company and their respective Affiliates 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 in connection
with any breach by it of the representations, warranties,
agreements, undertakings, confirmations and acknowledgements in
this Appendix and further agrees that the provisions of this
Appendix shall survive after completion of the Placing;
35. acknowledges that it irrevocably appoints any director of
the Banks as its agent for the purposes of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it or its nominee to be registered as the
holder of any of the Placing Shares agreed to be taken up by it
under the Placing;
36. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note or
trade confirmation will continue notwithstanding any amendment that
may in future be made to the terms and conditions of the Placing
and that 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;
37. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of acquiring the Placing
Shares, (ii) it is experienced in investing in securities of this
nature in the Company's sector and is aware that it may be required
to bear, and is able to bear, the economic risk of participating
in, and is able to sustain a complete loss in connection with, the
Placing Shares, (iii) it has relied on its own examination, due
diligence and analysis of the Company and its Affiliates taken as a
whole, including the markets in which the Group operates, and the
terms of the Placing, including the merits and risks involved and
not upon any view expressed or information provided by or on behalf
of the Banks, (iv) it has had sufficient time and access to
information to consider and conduct its own investigation with
respect to the acquisition of the Placing Shares, including the
legal, regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary to
enable it to make an informed investment decision, (v) it is aware
and understands that an investment in the Placing Shares involves a
considerable degree of risk, and (vi) it will not look to the
Company, the Banks, any of their respective Affiliates or any
person acting on behalf of any of them for all or part of any such
loss or losses it or they may suffer;
38. acknowledges and agrees that none of the Banks or the
Company or any of their respective Affiliates or any person acting
on behalf of any of them owe any fiduciary or other duties to it or
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
39. understands and agrees that it may not rely on any
investigation that the Banks or any of their Affiliates or any
person acting on behalf of any of them may or may not have
conducted with respect to the Company and its Affiliates or the
Placing, and the Banks, their respective Affiliates and any person
acting on behalf of any of them have not made any representation or
warranty to it, express or implied, with respect to the merits of
the Placing, the acquisition of the Placing Shares, or as to the
condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation
to it to acquire the Placing Shares. It acknowledges and agrees
that no information has been prepared by, or is the responsibility
of, the Banks for the purposes of this Placing;
40. acknowledges and agrees that it will not hold any of the
Banks or any of their respective Affiliates or any person acting on
behalf of any of them responsible or liable for any misstatements
in or omission from any publicly available information relating to
the Group or information made available (whether in written or oral
form) relating to the Group (the "Information") and that none of
the Banks or any of their respective Affiliates or any person
acting on behalf of any of them makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such Information or accepts any responsibility for
any of such Information;
41. that in connection with the Placing, each of the Banks and
any of their respective Affiliates may acquire a portion of the
shares in the Company and in that capacity may retain, acquire or
sell for its own account such shares in the Company and any
securities of the Company or related investments and may offer or
sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to shares being issued, offered or placed should be
read as including any issue, offering or placement of such shares
in the Company to the Banks and any of their respective Affiliates
acting in such capacity. In addition certain of the Banks or any of
their respective Affiliates may enter into financing arrangements
(including swaps, warrants or contracts for differences) with
investors in connection with which such Banks or any of their
respective Affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. None of the Banks or any of their respective Affiliates
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
42. that a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being o ered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Banks. The Banks reserve the right to take up a portion of the
securities in the Placing as a principal position at any stage at
their sole discretion and will, inter alia, take account of the
Company's objectives, MiFID II requirements and the allocation
policy;
43. acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of any Restricted Territory and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States or any other Restricted Territory, or in any country or
jurisdiction where any action for that purpose is required;
44. the Placing Shares offered and sold in the United States are
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act and, so long as the Placing Shares are
"restricted securities", it will not deposit the Placing Shares
into any unrestricted depositary receipt facility maintained by any
depositary bank in respect of the Company's shares. It will not
reoffer, sell, pledge or otherwise transfer the Placing Shares
except: (i) in an offshore transaction in accordance with
Regulation S under the Securities Act; (ii) in the United States to
QIBs pursuant to Rule 144A; (iii) pursuant to Rule 144 under the
Securities Act (if available) or another exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, in each case in compliance with all applicable
securities laws of the United States or any State or other
jurisdiction of the United States or (iv) pursuant to an effective
registration statement under the Securities Act and that, in each
such case, such offer, sale, pledge or transfer will be made in
accordance with any applicable securities laws of any State of the
United States;
45. the Placing Shares are being offered and sold by or on
behalf of the Company in "offshore transactions" (as defined in
Regulation S under the Securities Act) and to certain QIBs in
reliance upon Rule 144A or pursuant to another exemption from, or
transaction not subject to, the registration requirements under the
Securities Act. It and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are acquired
will be either: (i) outside the United States and acquiring the
Placing Shares in an offshore transaction as defined in, and in
accordance with, Regulation S under the Securities Act or (ii) a
QIB which has (where required by the relevant Bank) agreed to be
bound to the terms of the Investor Representation Letter in the
form provided to it by one of the Banks or its Affiliates. In
addition, with respect to (ii) above, it is acquiring the Placing
Shares for its own account or for one or more accounts as to each
of which it exercises sole investment discretion and each of which
is a QIB, it is acquiring the Placing Shares for investment
purposes only and not with a view to any distribution or for resale
in connection with the distribution thereof in whole or in part, in
the United States and it has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such account;
46. that 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 any form of directed selling efforts (as defined
in Regulation S); and
47. that each of the Banks and their respective Affiliates may
have engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its Affiliates for which they would have received customary
fees and commissions and that each of the Banks and their
respective Affiliates may provide such services to the Company
and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (for their own
benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on behalf of any of them) and are
irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Banks or the Company owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. None of the Company or
the Banks will be responsible for any UK stamp duty or UK stamp
duty reserve tax (including any interest and penalties relating
thereto) arising in relation to the Placing 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 with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Banks nor the Company are liable to bear any stamp duty
or stamp duty reserve tax or any other similar duties or taxes
("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Banks, the Company and their respective Affiliates
harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that any of the Banks or any of their
respective Affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the Banks are receiving
a fee in connection with their role 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 the Banks, any money held in an account with a Bank on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under the FSMA and/or the
Central Bank of Ireland. The Placee acknowledges that the money
will not be subject to the protections conferred by the client
money rules; as a consequence, this money will not be segregated
from the Bank's money in accordance with the client money rules and
will be used by the Bank in the course of its own business; and the
Placee will rank only as a general creditor of the Bank.
All times and dates in this Announcement may be subject to
amendment. The Banks will notify the Placees and any person acting
on behalf of the Placees of any changes.
Past performance is not a guide to future performance and
persons needing advice should consult an independent financial
adviser being, (i) if you are resident in the United Kingdom a
financial adviser who is authorised under the Financial Services
and Markets Act 2000, as amended, (ii) in the case of persons
resident in Ireland, an organisation or firm authorised or exempt
under the Investment Intermediaries Act 1995 (as amended) of
Ireland or an authorised investment firm within the meaning of the
European Union (Markets in Financial Instruments) Regulations 2017
(as amended)) or (iii) another appropriately authorised
professional adviser if you are resident in a territory outside of
the United Kingdom or Ireland.
The rights and remedies of the Banks and the Company under these
Terms and Conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
Each Placee may be asked to disclose in writing or orally to the
Banks:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Unless the context requires otherwise, references in Appendix 1
to acquire (and related terms such as acquired, acquiring and
acquisition) shall include to subscribe (and its related terms such
as subscribed, subscribing and subscription).
Time is of the essence as regards each Placee's obligations
under this Appendix.
Appendix 2
Definitions
The following definitions apply throughout Appendices 1 and 2 of
this Announcement unless the context otherwise requires:
Admission means the admission of the Placing Shares
to: (i) the premium listing segment of the
Official List of the FCA and to trading on
the main market for listed securities of
the LSE becoming effective in accordance
with, respectively, the Listing Rules and
the Admission and Disclosure Standards of
the LSE; and (ii) the secondary listing segment
of the Official List of Euronext Dublin and
to trading on the Main Securities Market
of Euronext Dublin becoming effective in
accordance with the Irish Listing Rules;
Affiliate has the meaning given in Rule 501(b) of Regulation
D under the Securities Act or 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 Davy and Numis
Bookbuild means the bookbuilding process to be commenced
by the Banks to use reasonable endeavours
to procure placees for the Placing Shares,
as described in this Announcement and subject
to the terms and conditions set out in this
Announcement and the Placing Agreement;
Closing Date means the day on which the transactions effected
in connection with the Placing will be settled;
Company means Hostelworld Group PLC;
CREST means the relevant system (as defined in
the Uncertificated Securities 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;
Davy means J&E Davy, a private company incorporated
in Ireland with registered number 106680,
having its registered office at Davy House,
49 Dawson Street, Dublin 2, Ireland;
DTRs means the Disclosure Guidance and Transparency
Rules made by the FCA pursuant to Part VI
of FSMA;
EEA European Economic Area;
Euroclear means Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and
Wales;
Euronext Dublin means The Irish Stock Exchange plc, trading
as Euronext Dublin, a company incorporated
in Ireland (registration no. 539157) whose
registered office is 28 Anglesea Street,
Dublin 2, D02 XT25, Ireland;
FCA or Financial Conduct means the UK Financial Conduct Authority;
Authority
FSMA means the Financial Services and Markets
Act 2000 (as amended);
Global Co-ordinator means Numis;
Group means the Company and its subsidiary undertakings;
Investor Representation has the meaning given to it in Appendix 1
Letter to this Announcement;
Irish Listing Rules means the listing rules of Euronext Dublin;
Listing Rules means the rules and regulations made by the
FCA under FSMA;
LSE or London Stock means London Stock Exchange plc;
Exchange
MAR or Market Abuse means Regulation (EU) No.596/2014;
Regulations
Material Adverse Change means any material adverse change in or affecting,
or any development reasonably likely to involve
a material adverse change in or affecting,
the condition (financial, operational, legal
or otherwise), earnings, management, business
affairs, solvency, credit rating or prospects
of the Group (taken as a whole), whether
or not arising in the ordinary course of
business (and, in each case, whether or not
foreseeable at the date of the Placing Agreement);
Numis means Numis Securities Limited, whose registered
office is at 10 Paternoster Square, London
EC4M 7LT ;
Ordinary Share means an ordinary share of EUR0.01 in the
capital of the Company;
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 has the meaning given in paragraph 1 of this
Announcement;
Placing Agreement has the meaning given to it in Appendix 1
to this Announcement;
Placing Price means the price per Ordinary Share at which
the Placing Shares are placed;
Placing Shares has the meaning given in paragraph 1 of this
Announcement;
Prospectus Regulation means Regulation (EU) 2017/1129;
QIB means qualified institutional buyer as defined
in Rule 144A of the Securities Act;
Regulation S means Regulation S promulgated under the
Securities Act;
Regulatory Information means any of the services set out in Appendix
Service 3 of the Listing Rules;
Restricted Territory means the United States, Australia, Canada,
Japan, New Zealand the Republic of South
Africa and any jurisdiction in which publication
or distribution of this Announcement and/or
an offer to sell or issue, or the solicitation
of an offer to buy or subscribe for, Placing
Shares (or the acceptance of any such offer)
would be unlawful;
Securities Act means the U.S. Securities Act of 1933, as
amended;
subsidiary has the meaning given to that term in the
Companies Act 2006;
subsidiary undertaking has the meaning given to that term in the
Companies Act 2006;
Terms and Conditions means the terms and conditions of the Placing
set out in Appendix 1 to this Announcement;
Terms of Placing has the meaning given to it in Appendix 1
to this Announcement;
uncertificated or means in respect of a share or other security,
in uncertificated where that share or other security is recorded
form on the relevant register of the share or
security concerned as being held in uncertificated
form in CREST and title to which may be transferred
by means of CREST;
United Kingdom or means the United Kingdom of Great Britain
UK and Northern Ireland;
United States or US means the United States of America, its territories
and possessions, any state of the United
States of America, the District of Columbia
and all other areas subject to its jurisdiction
and any political sub- division thereof;
and
Update means the trading update announcement released
by the Company on the date of this Announcement.
Unless otherwise indicated in this Announcement, any references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK, any
references to "US$", "$" or "dollars" are to the lawful currency of
the United States of America, and any references to "EUR" or "Euro"
are to the lawful currency of the euro area of the European
Union.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEEASKLAAEEEFA
(END) Dow Jones Newswires
June 24, 2020 11:36 ET (15:36 GMT)
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