TIDMHTWS
RNS Number : 0705C
Helios Towers PLC
16 June 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
16 June 2021
HELIOS TOWERS PLC
RESULTS OF PLACING, RETAIL OFFER AND FINAL TERMS OF CONVERTIBLE
BOND OFFERING
Helios Towers plc ("Helios Towers" or the "Company") announces
the successful pricing of the non-pre-emptive placing of new
ordinary shares of one penny each in the capital of the Company
("Ordinary Shares") announced on 15 June 2021 (the "Placing") as
well as the concurrent offer made by the Company for retail
investors to subscribe for Ordinary Shares via the PrimaryBid
platform (the "Retail Offer").
A total of 46,750,000 new Ordinary Shares in the capital of the
Company (the "Placing Shares") have been placed at a price of 163
pence per Placing Share (the "Placing Price") by Merrill Lynch
International ("BofA Securities"), Citigroup Global Markets Limited
("Citi") and Jefferies International Limited ("Jefferies"), acting
as Joint Global Coordinators in connection with the Placing, and
Numis Securities Limited ("Numis"), acting as Joint Bookrunner in
connection with the Placing. In addition, retail investors have
subscribed via the PrimaryBid platform for a total of 1,250,000 new
Ordinary Shares in the capital of the Company (the "Retail Offer
Shares") at the Placing Price.
Concurrently with the Placing and Retail Offer, the Company
announces the successful placing and pricing by its wholly owned
subsidiary HTA Group, Ltd (the "Issuer") of a tap issuance of its
existing US$250 million Senior Unsecured Guaranteed Convertible
Bonds due 2027 (the "Convertible Bond Offering", and together with
the Placing and Retail Offer, the "Capital Raise") in an aggregate
principal amount of US$50 million (the "Bonds").
The Capital Raise will raise approximately US$160 million of
gross proceeds.
Details of the Placing
The Placing in aggregate comprised 46,750,000 Placing Shares and
1,250,000 Retail Offer Shares which will raise gross proceeds of
approximately US$110 million for the Company. The Placing Price of
163 pence per Placing Share and Retail Offer Share represents a
discount of 5.3 per cent to the Company's closing share price of
172.2 pence per Ordinary Share on 15 June 2021. The Placing Shares
and Retail Offer Shares represent approximately 4.8 per cent of the
existing issued ordinary share capital of Helios Towers prior to
the Placing.
T he Company consulted with a number of its leading shareholders
ahead of the Capital Raise, including in respect of the structure
of the Capital Raise. Feedback from this consultation was highly
supportive and as a result the Board chose to proceed with the
Capital Raise and the Company is pleased by the strong support it
has received from new and existing shareholders.
Applications have been made to the Financial Conduct Authority
(the "FCA") and London Stock Exchange plc (the "LSE"),
respectively, for the admission of the Placing Shares to the
premium listing segment of the Official List of the FCA and to
trading on the main market for listed securities of the LSE
(together, "Admission"). It is expected that Admission will become
effective on or before 8.00 a.m. on 18 June 2021. The Placing is
conditional upon, amongst other things, Admission becoming
effective and upon the placing agreement between the Company and
the Joint Bookrunners not being terminated in accordance with its
terms.
The Placing Shares and Retail Offer Shares will, when issued, be
credited as fully paid and rank pari passu in all respects with the
existing Ordinary Shares, including, without limitation, the right
to receive all dividends and other distributions declared, made or
paid after the date of issue.
Details of the Convertible Bond Offering
The new Bonds will be issued at 106.039% of their principal
amount and a yield-to-maturity of 1.76%. The Convertible Bonds
carry a coupon of 2.875% per annum payable semi-annually in arrear
in equal instalments on 18 September and 18 March each year, with
the first interest payment date being 18 September 2021. The
conversion price is US$2.9312, subject to potential adjustment (if
such an adjustment would be required under the terms and conditions
of the existing Bonds). The conversion price will be subject to (a)
adjustments for any dividends in cash or in kind, as well as (b)
customary anti-dilution adjustments, pursuant to the terms and
conditions of the Bonds.
The Shares underlying the new Bonds represent approximately 2%
of the total number of the Company's issued and outstanding
Ordinary Shares immediately prior to the Convertible Bond Offering,
subject to potential adjustments to the conversion price.
Settlement and delivery of the new Bonds is expected to take
place on or about 23 June 2021. The Bond Issuer will submit an
application to admit the new Bonds to trading on the Open Market
(Freiverkehr) segment of the Frankfurt Stock Exchange on 23 June
2021.
General
In the context of the Placing, Retail Offer and the Convertible
Bond Offering, the Company and the Bond Issuer have agreed to a
lock-up relating to equity and equity-related securities for a
period commencing on pricing and ending 90 calendar days following
the settlement date of each of the Placing, Retail Offer and the
Convertible Bond Offering, subject to certain exceptions.
BofA Securities, Citi and Jefferies are acting as Joint Global
Coordinators in connection with the Placing. Numis is acting as
Joint Bookrunner in connection with the Placing. BofA Securities,
Citi and Jefferies are acting as Joint Global Coordinators in
connection with the Convertible Bond Offering.
STJ Advisors is acting as independent financial advisor to the
Company in relation to the Capital Raise.
For further information on this announcement, please
contact:
BofA Securities (Joint Global Coordinator and Joint Corporate
Broker):
Peter Luck / Cara Griffiths / Ben Winstanley / Andrew
Briscoe
+44 (0) 207 628 1000
Jefferies (Joint Global Coordinator and Joint Corporate
Broker):
Simon Hardy / Luca Erpici / Dominic Lester / Dominik Gansloser /
Aditi Venkatram
+44 (0) 207 029 8000
Citi (Joint Global Coordinator):
Chuba Ezenwa / Mihir Unadkat / Javier Pollan / Luke Gormley
+44 (0) 207 986 4000
Numis (Joint Bookrunner):
Matt Lewis / Hugo Rubinstein / Will Baunton
+44 (0) 207 260 1000
Media Enquiries:
Edward Bridges / Stephanie Ellis, FTI Consulting
+44 (0) 20 3727 1000
The person responsible for arranging release of this
Announcement on behalf of Helios Towers is Paul Barrett, General
Counsel and Company Secretary.
Notes to Editors
About Helios Towers
Helios Towers is a leading independent telecommunications
infrastructure company, having established one of the most
extensive tower portfolios across Africa. It builds, owns and
operates telecom passive infrastructure, providing services to
mobile network operators.
Helios Towers owns and operates telecommunication tower sites in
Tanzania, Democratic Republic of Congo, Congo Brazzaville, Ghana,
South Africa and Senegal. Following recent acquisition agreements
and subject to regulatory approvals, Helios Towers expects to
establish a presence in five new markets across Africa and the
Middle East over the next 12 months. Including these acquisitions
and BTS site commitments, the Group's total site count is expected
to increase from over 8,500 towers currently to approaching
15,000.
Helios Towers pioneered the model in Africa of buying towers
that were held by single operators and providing services utilising
the tower infrastructure to the seller and other operators. This
allows wireless operators to outsource non-core tower-related
activities, enabling them to focus their capital and managerial
resources on providing higher quality services more
cost-effectively.
For further information go to: www.heliostowers.com
IMPORTANT NOTICES
No action has been taken by the Company, the Bond Issuer, the
Guarantors, Merrill Lynch International ("BofA Securities"),
Citigroup Global Markets Limited ("Citi"), Jefferies International
Limited ("Jefferies"), Numis Securities Limited ("Numis" and
together with BofA Securities, Citi and Jefferies, the "Banks"), or
any of their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or an
offering of the Bonds or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares or to the Bonds in any jurisdiction where
action for that purpose is required. Persons receiving this
Announcement are required to inform themselves about and to observe
any restrictions contained in this Announcement.
No prospectus has been or will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement and no such prospectus is required (in
accordance with the UK Prospectus Regulation or the Prospectus
Regulation, each as defined below) to be published. Persons needing
advice should consult an independent financial adviser.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA
OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
This Announcement or any part of it does not constitute an offer
to issue or sell, or the solicitation of an offer to acquire,
purchase or subscribe for, any securities in the United States,
Canada, Australia, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful or to any
person to whom it is unlawful to make such offer or solicitation.
No public offering of the Placing Shares or the Bonds is being made
in any such jurisdiction.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold directly or indirectly in or into the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any other
jurisdiction of the United States. The securities referred to
herein have not been approved, disapproved or recommended by the
U.S. Securities and Exchange Commission, any state securities
commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the securities referred to
herein. No public offering of securities is being made in the
United States. No money, securities or other consideration from any
person inside the United States is being solicited and, if sent in
response to the information contained in this Announcement, will
not be accepted. Subject to certain limited exceptions, the Placing
Shares may not be offered or sold in the United States, Canada,
Australia, Japan, the Republic of South Africa or to, or for the
account or benefit of, any national, resident or citizen of the
United States, Canada, Australia, Japan or the Republic of South
Africa. In addition, the Bonds and the Retail Shares are being
offered and sold by the company only outside the United States in
offshore transactions as defined in, and pursuant to, Regulation S
under the Securities Act.
This Announcement is directed at and is only being distributed
to: 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
the United Kingdom, persons who are qualified investors, being
persons falling within the meaning of Article 2(e) of Prospectus
Regulation (EU) 2017/1129 (as supplemented by Commission delegated
Regulation (EU) 2019/980 and Commission delegated Regulation (EU)
2019/979), as it forms part of the law of the UK by virtue of the
European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
Prospectus Regulation") who are (i) persons who fall within the
definition of "Investment Professional" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), or (ii) persons who fall within
Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order; or (b) if in a member state of
the European Economic Area (the "EEA"), persons who are qualified
investors ("Qualified Investors"), being persons falling within the
meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 (as
supplemented by Commission delegated Regulation (EU) 2019/980 and
Commission delegated Regulation (EU) 2019/979) (the "Prospectus
Regulation"); 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 on or relied on by persons who are
not Relevant Persons. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. Any investment or investment activity to which
this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
The Bonds are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom. For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (8) of Article 2 of the UK
Prospectus Regulation; or (ii) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA. Consequently, no key
information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Bonds or otherwise making
them available to retail investors in the United Kingdom has been
prepared and therefore offering or selling the Bonds or otherwise
making them available to any retail investor in the United Kingdom
may be unlawful under the UK PRIIPs Regulation.
The Bonds are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the EEA. For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU of the European Parliament and of the Council on markets
in financial instruments (as amended, "MiFID II"); or (ii) a
customer within the meaning of Directive (EU) 2016/97, where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II.
Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Bonds or otherwise making them available to
retail investors in the EEA has been prepared and therefore
offering or selling the Bonds or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
The relevant clearances have not been, and will not be, obtained
from the securities commission of any province or territory of
Canada; no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the Placing Shares or the Bonds; and neither the Placing Shares
nor the Bonds have been, nor will be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, the Republic of South Africa or
Japan. Accordingly, the Placing Shares and the Bonds may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction in which such activities
would be unlawful.
In Canada, no offering is being made in respect of the Bonds as
no sales of the Bonds are permitted in Canada.
In Canada, the offering of the Placing Shares is being made on a
private placement basis only in the provinces of British Columbia,
Alberta, Manitoba, Ontario and Quebec on a basis exempt from the
requirement that the Company prepare and file a prospectus with the
relevant securities regulatory authorities in Canada. No offer of
securities is made pursuant to this Announcement in Canada except
to a person who has represented to the Company and the Banks that
such person: (i) is purchasing as principal, or is deemed to be
purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale
or redistribution; (ii) is an "accredited investor" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted
client" as such term is defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations; any resale of the Placing Shares acquired
by a Canadian investor in this offering must be made in accordance
with applicable Canadian securities laws, which may vary depending
on the relevant jurisdiction, and which may require resales to be
made in accordance with Canadian prospectus requirements, a
statutory exemption from the prospectus requirements, in a
transaction exempt from the prospectus requirements or otherwise
under a discretionary exemption from the prospectus requirements
granted by the applicable local Canadian securities regulatory
authority. These resale restrictions may under certain
circumstances apply to resales of the Placing Shares outside of
Canada.
By participating in the Placing Bookbuild and the Placing, each
person who is invited to and who chooses to participate in the
Placing (each a "Placee") by making an oral and legally binding
offer to acquire Placing Shares will be deemed to have read and
understood each of the announcement in respect of the Placing made
by the Company on 15 June 2021 (the "Placing Announcement") and
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained in the appendices to the Placing Announcement and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the appendices to
the Placing Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement
may not occur. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. Each
of the Company, the Banks and their respective affiliates, agents,
directors, officers and employees expressly disclaims any
obligation or undertaking to update, review or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation, the Listing Rules, MAR, the Disclosure Guidance
and Transparency Rules, the rules of the London Stock Exchange or
the Financial Conduct Authority (the "FCA").
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 or the Bonds.
Any investment decision to buy Placing Shares in the Placing or
Bonds in the Convertible Bond Offering must be made solely on the
basis of publicly available information, which has not been
independently verified by the Banks.
Each prospective investor should proceed on the assumption that
it must bear the economic risk of an investment in the Placing
Shares and the Bonds. None of the Company, the Bond Issuer, BofA
Securities, Citi, Jefferies or Numis makes any representation as
to: (i) the suitability of the securities referred to herein for
any particular investor; (ii) the appropriate accounting treatment
and potential tax consequences of investing in the securities
referred to herein; or (iii) the future performance of the
securities referred to herein either in absolute terms or relative
to competing investments.
Each of BofA Securities and Citi is authorised by the Prudential
Regulatory Authority and regulated in the United Kingdom by the
Prudential Regulation Authority and the FCA. Each of Jefferies
International Limited and Numis is authorised and regulated in the
United Kingdom by the FCA. Each of BofA Securities, Citi, Jefferies
and Numis is acting exclusively for the Company and no one else in
connection with the Placing and each of BofA Securities, Citi and
Jefferies is acting exclusively for the Company and the Bond Issuer
and no one else in connection with the Convertible Bond Offering.
None of the Banks will regard any other person as its client in
relation to the Placing and/or the Convertible Bond Offering, the
content of this Announcement and other matters described in this
Announcement and will not be responsible to anyone (including any
Placees or bondholders) other than the Company for providing the
protections afforded to its clients or for providing advice to any
other person in relation to the Placing, the Convertible Bond
Offering, the content of this Announcement or any other matters
referred to in this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any of
the Banks or by any of their respective affiliates or agents as to,
or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers in connection with the Company, the Placing Shares, the
Bonds, the Placing, the Convertible Bond Offering or the proposed
acquisition by Helios Towers Bidco Limited ("Bidco"), Helios
Towers, Ltd and an Omani entity acting as nominee of Bidco of the
entire issued share capital of a to be incorporated holding company
(the "Target") from Oman Telecommunications Company (S.A.O.G)
("Omantel"), which is conditional on the transfer of the passive
tower infrastructure assets representing 2,890 sites (which will be
transferred with certain business assets, contracts, liabilities
and employees) (the "Target Assets") to the Target as a condition
under the Acquisition Agreement (as defined below) (the
"Acquisition"), and any liability therefore is expressly
disclaimed. No reliance may be placed by any person for any purpose
on the information contained in this Announcement, which is subject
to change, or its accuracy, fairness or completeness.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing, or
the Convertible Bond Offering or the Retail Offer. The price of
shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Any indication in this Announcement (if applicable) of the price
at which the Company's shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or
income, cash flow from operations or free cash flow for the
Company, as appropriate, for the current or future years would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares and the Bonds will be made
pursuant to an exemption under the UK Prospectus Regulation or 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 (the "FSMA")
does not apply.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the main market for listed securities of the London Stock
Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares and the Bonds have been subject
to a product approval process, which has determined that: (A) the
Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each defined in
the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels; and
(B) the Bonds are: (i) compatible with an end target market of
investors who meet the criteria of professional clients and
eligible counterparties, each defined in paragraph 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels to
professional clients and eligible counterparties (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks, in their capacities as 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 Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing Shares
or the Bonds. Each distributor is responsible for undertaking its
own Target Market Assessment in respect of the Placing Shares
and/or the Bonds and determining appropriate distribution
channels.
This information is provided by RNS, the news service of the
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