TIDMJDW
RNS Number : 2203M
Wetherspoon (JD) PLC
19 January 2021
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, 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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
LEI: 213800CHWARFAAN7UB85
For immediate release
19 January 2021
J D Wetherspoon plc
("J D Wetherspoon" or the "company")
Proposed Placing of Ordinary Shares
J D Wetherspoon (LSE: JDW.L) today announces its intention to
conduct a non-pre-emptive placing to raise between GBP92.1m and
GBP93.7m through the issue of up to 8,370,000 new ordinary shares
(the "placing shares"), representing approximately 6.95% of the
company's existing issued share capital (the "placing").
The placing will be conducted through an accelerated
bookbuilding process (the "bookbuild"), which will be launched
immediately following this announcement and is subject to the terms
and conditions set out in the Appendix 1 to this announcement (such
announcement and its appendices together being this
"announcement").
Investec Bank plc ("Investec") is acting as sole bookrunner in
connection with the placing.
Further Covid-19 Update
J D Wetherspoon has today separately announced a further update
on COVID-19's possible impact on the company (the "further COVID-19
Update"). The company's main priority is to manage the business
during the latest lockdown period, and to prepare for reopening in
due course. The further COVID-19 update details the extensive set
of measures the company has taken to protect cash and profit in
light of the current environment.
This announcement should be read in conjunction with the further
Covid-19 update.
Reasons for the placing
The duration of the current lockdown and ongoing restrictions
are uncertain at this stage.
The company has taken decisive action to preserve cash and
ensure sufficient liquidity. The net proceeds of the placing will
be used to further strengthen the company's balance sheet, working
capital and liquidity position during the period of disruption.
Based on the 'scenario planning' undertaken, the additional capital
will provide sufficient liquidity to deal with very low sales after
reopening, helping the company to return to growth as the market
normalises.
In addition, as indicated above, additional capital will
facilitate the acquisition of new properties, which are likely to
be available at favourable prices, as a result of the pandemic. The
company is considering the acquisition of a number of properties in
central London, the freehold reversions of pubs of which it is
currently the tenant, and properties adjacent to successful pubs.
It may be possible to achieve a higher-than-average return on
capital on properties acquired in the next few years, based on the
company's past experience.
The board has concluded that the equity placing is in the best
interests of shareholders; a conclusion endorsed in the course of
recent shareholder consultation. The placing structure minimises
cost and time to completion at an important time for the
company.
Details of the placing
J D Wetherspoon is proposing to raise between GBP92.1m and
GBP93.7m (before expenses) through the issue of the placing shares
at a price expected to be between GBP11.00 and GBP11.20 per Placing
Share to be determined at the close of the bookbuild ("placing
price").
Investec will commence the bookbuild immediately following the
release of this announcement in respect of the placing shares. The
timing of the closing of the book, the placing price and
allocations are at the absolute discretion of Investec and the
company. The results of the placing will be announced as soon as
practicable after the close of the bookbuild. The placing is not
being underwritten.
The placing shares, if issued, will be fully paid and will rank
pari passu in all respects with each other and with the existing
issued ordinary shares 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 have been made (i) to the Financial Conduct
Authority (the "FCA") for the admission of the placing shares to
trading on the premium segment of the Official List of the FCA and
(ii) to the London Stock Exchange plc (the "LSE" or the "London
Stock Exchange") for the admission of the placing shares to trading
on its main market for listed securities (together,
"admission").
Settlement for the placing shares and admission of the placing
shares is expected to take place on or before 8.00 a.m. on 22
January 2021. The placing is conditional upon, among other things,
admission becoming effective. The placing is also conditional upon
the placing agreement (as defined in Appendix 1) between the
company and Investec not being terminated in accordance with its
terms. Appendix 1 to this announcement sets out further information
relating to the terms and conditions of the placing.
This announcement is released by J D Wetherspoon plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("MAR"), and is disclosed in accordance with the company's
obligations under Article 17 of MAR.
J D Wetherspoon plc
John Hutson , Chief Executive Officer
Ben Whitley , Financial Director
Please address all enquiries to investorqueries@jdwetherspoon.co.uk
Investec Bank plc Tel: +44 (0)20 7597 5970
Sole Financial Adviser, Sole Broker, Sole
Global Coordinator & Sole Bookrunner
Christopher Baird, David Flin, Shalin
Bhamra
NOTES TO EDITORS
1. J D Wetherspoon owns and operates pubs throughout the UK
and Ireland. The company aims to provide customers with good-quality
food and drink, served by well-trained and friendly staff, at
reasonable prices. The pubs are individually designed and the
company aims to maintain them in excellent condition.
2. Visit our website www.jdwetherspoon.com.
3. This announcement contains inside information on J D Wetherspoon
plc.
4. The current financial year comprises 52 trading weeks to
25 July 2021.
5. For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 (as amended by the FCA pursuant to
Technical Standards (Market Abuse Regulation) (EU Exit) Instrument
2019), the person responsible for releasing this announcement
is Ben Whitley, Finance Director of J D Wetherspoon.
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. Unless otherwise
stated, defined terms in this announcement have the meanings
ascribed to them in Appendix 2.
IMPORTANT NOTICES
No action has been taken by the company, Investec, any of their
respective affiliates or any person acting on its or their behalf
that would permit an offer of the placing shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such placing shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
company and Investec to inform themselves about, and to observe,
such restrictions.
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 Regulation (EU) 2017/1129 the
"Prospectus Regulation") or the Prospectus Regulation as it forms
part of UK domestic law by virtue of the European Union (Withdrawal
Act) 2018 ("UK Prospectus Regulation")) to be published. Persons
needing advice should consult a qualified independent legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
This announcement, including the appendices and the information
contained in them, 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 FCA or the London Stock Exchange, nor
is it intended that it will be so approved.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa or Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the placing shares is being made in any such
jurisdiction.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 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
absent registration under the Securities Act or 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 placing shares are being offered and sold by
the company (a) outside the United States in offshore transactions
as defined in, and pursuant to, Regulation S under the Securities
Act ("Regulation S") or (b) in the in the United States only to
persons reasonably believed to be "qualified institutional buyers"
(as defined in Rule 144A of the Securities Act) ("QIBs") in
transactions not involving any "public offering" within the meaning
of Section 4(a)(2) of the Securities Act and/or pursuant to an
exemption from, or transaction not subject to, the registration
requirements of the Securities Act. It and the prospective
beneficial owner of the placing shares is, and at the time the
placing shares are subscribed for or acquired will be, (i) outside
the United States and subscribing for the placing shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S; or (ii) (a) a QIB and (b) subscribing for the placing
shares pursuant to an exemption from, or in a transaction not
subject to, the registration requirements under the Securities Act.
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.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the placing shares and the placing shares have not been, nor
will they be, registered under or offering in compliance with the
securities laws of any state, province or territory of Australia,
the Republic of South Africa or Japan. Accordingly, the placing
shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, the Republic of South Africa,
or Japan or any other jurisdiction in which such activities would
be unlawful.
For the attention of persons located or resident in Canada. The
placing shares have not been qualified for distribution by
prospectus under the securities laws of any province or territory
of Canada and may only be sold to purchasers who qualify as both an
"accredited investor" and as a "permitted client" under applicable
Canadian securities laws that have executed and delivered, or will
execute and deliver, a Canadian Investor Letter and satisfy the
eligibility requirements set forth therein.
By participating in the bookbuild and the placing, each person
who is invited to and who chooses to participate in the placing
(each a "placee") by making an oral or written and legally binding
offer to acquire placing shares will be deemed to have read and
understood this announcement in its entirety, to be participating,
making an offer and acquiring placing shares on the terms and
conditions contained in Appendix 1 to this announcement and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in Appendix 1 to this
announcement.
Investec is authorised by the Prudential Regulation Authority
and regulated in the United Kingdom by the Prudential Regulation
Authority and the FCA. Investec is acting exclusively for the
company and no one else in connection with the placing, the content
of this announcement and other matters described in this
announcement. Investec will not regard any other person as its
respective client in relation to the placing, the content of this
announcement and other matters described in this announcement and
will not be responsible to anyone (including any placees) 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 content of this announcement or any other matters
referred to in this announcement. Neither Investec nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Investec in connection with the placing, this announcement, any
statement contained herein, or otherwise.
Investec and its 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 respective affiliates
for which they would have received customary fees and commissions.
Investec and its affiliates may provide such services to the
company and/or respective affiliates in the future.
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
Investec, any of its affiliates or any person acting on its or
their behalf as to, or in relation to, the accuracy or completeness
of this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
placing. 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.
In connection with the placing, Investec, its affiliates and any
person acting on its or their behalf may take up a portion of the
placing shares of the company in the placing as a principal
position and in that capacity may retain, purchase or sell for its
own account such shares and other securities of the company or
related investments and may offer or sell such shares, securities
or other investments otherwise than in connection with the placing.
Accordingly, references in this announcement to placing shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the company to
Investec, any of its affiliates or any person acting on its or
their behalf as, acting in such capacity. In addition, Investec,
any of its affiliates or any person acting on its or their behalf
may enter into financing arrangements (including swaps, warrants or
contracts for difference) with investors in connection with which
Investec, any of its affiliates or any person acting on its or
their behalf may from time to time acquire, hold or dispose of such
securities of the company, including the placing shares. Neither
Investec, any of its affiliates nor any person acting on its or
their behalf intends to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
The placing shares to be issued pursuant to the placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
As explained in more detail in Appendix 1, no UK stamp duty or
UK stamp duty reserve tax is expected to arise from the issue of
the placing shares to placees but placees will be liable for any
stamp duty or stamp duty reserve tax that is payable in respect of
the placing shares.
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.
Forward-looking statements
A variety of factors may cause the company's and its
subsidiaries' (the "group's") actual results to differ materially
from the forward -- looking statements contained in this
announcement or in the further Covid-19 update. Certain statements
included or incorporated by reference within this announcement and
the further Covid-19 update may constitute "forward-looking
statements" in respect of the group's operations, performance,
prospects and/or financial condition. These forward -- looking
statements may be identified by the use of forward -- looking
terminology, including the terms "believes", "estimates",
"foresees", "plans", "anticipates, "expects", "intends", "may",
"will", or "could" or words of similar substance or the negative
thereof, or by discussions of strategy, plans, objectives, goals,
economic performance, dividend policy, future events or intentions.
By their nature, forward-looking statements involve a number of
risks, uncertainties and assumptions because they relate to events
and depend on circumstances that may
or may not occur in the future or are beyond the group's
control. Actual results or events may and often do differ
materially from those expressed or implied by those statements. Any
forward -- looking statements reflect the company's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the group's business, results of operations, financial
position, liquidity, prospects, growth and strategies. Forward --
looking statements speak only as of the date they are made. The
group's actual operating results and financial condition and the
development of the industry in which it operates may differ
materially from the impression created by the forward -- looking
statements contained in this announcement. Important factors that
could cause these differences include, but are not limited to, the
ongoing national and international impact of the Covid-19 pandemic
including the current outbreak as a result of the coronavirus
variant and the pace of the rollout of vaccinations in the United
Kingdom, general economic and business conditions, industry trends,
foreign currency rate fluctuations, competition, changes in
government and other regulation, including in relation to the
environment, health and safety and taxation, labour relations and
work stoppages, changes in political and economic stability and
changes in business strategy or development plans and other
risks.
Accordingly, no assurance can be given that any particular
expectation will be met and reliance shall not be placed on any
forward-looking statement. Additionally, forward-looking statements
regarding past trends or activities shall not be taken as a
representation that such trends or activities will continue in the
future. The information contained in this announcement and the
further Covid-19 update is subject to change without notice and no
responsibility or obligation is accepted to update or revise any
forward-looking statement resulting from new information, future
events or otherwise.
In particular, no statement in this announcement and the further
Covid-19 update is intended to be a profit forecast and no
statement of a financial metric (including estimates of EBITDA,
profit before tax, free cash flow or net debt) should be
interpreted to mean that any financial metric for the current or
future financial years would necessarily match or exceed the
historical published position of the group. The estimates set out
in this announcement and the further Covid-19 update have been
prepared based on numerous assumptions and forecasts, including
those set out in this announcement and the further Covid-19 update,
some of which are outside of the company's influence and/or
control, and is therefore inherently uncertain and there can be no
guarantee or assurance that it will be correct. The estimates have
not been audited, reviewed, verified or subject to any procedures
by our auditors. You should not place undue reliance on them and
there can be no guarantee or assurance that they will be correct.
UK
Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) 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: (a) investors who meet the
criteria of professional clients 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 European Union (Withdrawal) Act 2018; (b)
eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (c) retail clients who do not
meet the definition of professional client under (b) or eligible
counterparty per (c); and (ii) eligible for distribution through
all distribution channels as are permitted by Directive 2014/65/EU
(the "UK target market assessment"). Notwithstanding the UK 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 UK 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 UK target market assessment, Investec
will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the UK target market assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
COBS 9A and COBS 10A respectively; 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 UK target
market assessment in respect of the placing shares and determining
appropriate distribution channels.
EU Product Governance Requirements
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, Investec 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.
Appendix 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 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"),
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); OR (B) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE UK PROSPECTUS REGULATION WHO ARE (I) PERSONS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II) PERSONS WHO
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (C) PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED ("RELEVANT
PERSONS").
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY IN MEMBER STATES OF THE EEA TO QUALIFIED
INVESTORS AND IN THE UNITED KINGDOM TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH QUALIFIED INVESTORS IN MEMBER STATES OF THE
EEA AND RELEVANT PERSONS IN THE UNITED KINGDOM. THIS ANNOUNCEMENT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN A MEMBER STATE OF
THE EEA WHO ARE NOT QUALIFIED INVESTORS OR IN THE UNITED KINGDOM
WHO ARE NOT RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. 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 ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR 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. THE PLACING IS BEING MADE (A)
OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS AS DEFINED IN,
AND PURSUANT TO, REGULATION S UNDER THE SECURITIES ACT AND (B) TO
IN THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE
"QUALIFIED INSTITUTIONAL BUYERS" IN TRANSACTIONS NOT INVOLVING ANY
"PUBLIC OFFERING" WITHIN THE MEANING OF SECTION 4(A)(2) OF THE
SECURITIES ACT AND/OR PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES REFERRED TO IN
THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, THE UNITED
STATES, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR
ELSEWHERE.
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, the Republic of
South Africa or Japan or in any jurisdiction in which such
publication or distribution is 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, Investec, any of their respective affiliates or any
person acting on its or their behalf 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 any part of this announcement 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 Investec 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 and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of 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.
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
Investec, any of its affiliates or any person acting on its or
their behalf as to or in relation to, the accuracy or completeness
of this announcement or any other written or oral information made
available to or publicly available to any party or its advisers,
and any liability therefore is expressly disclaimed.
Investec is acting exclusively for the company in connection
with the placing and for no-one else and is not, and will not be,
responsible to anyone (including the placees) other than the
company for providing the protections afforded to its clients nor
for providing advice in relation to the placing and/or any other
matter referred to in this announcement.
Neither the company, Investec, any of their respective
affiliates nor any person acting on its or their behalf 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
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein .
In particular each such placee represents, warrants and
acknowledges that:
(a) If it is in the United Kingdom it is a relevant person and
if it is in a Member State of the EEA it is a qualified investor,
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) it is and, at the time the placing shares are acquired, will
be, (i) outside the United States and acquiring the placing shares
in an "offshore transaction" as defined in, and in accordance with,
Rule 903 of Regulation S under the Securities Act or (ii) (a) a QIB
and (b) subscribing for the placing shares pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements under the Securities Act; acknowledging that the
placing shares have not been, and will not be, registered under the
Securities Act or with any State or other jurisdiction of the
United States; if acquiring the placing shares for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account; and
(c) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation and the UK 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 Investec has been given
to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this announcement, Investec will commence the
bookbuild to determine demand for participation in the placing and
the placing price. 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
Investec is acting as sole bookrunner in connection with the
placing. Investec has today entered an agreement with the company
(the "placing agreement") under which, subject to the conditions
set out therein, Investec as agent for and on behalf of the
company, has agreed to use its reasonable endeavours to procure
placees for the placing shares at the placing price. The placing is
not being underwritten.
The final number of placing shares and the placing price will be
decided at the close of the bookbuild following the execution of an
agreement between the company and the banks recording the final
details of the placing (the "pricing agreement").The timing of the
closing of the book, allocations are at the discretion of the
company and Investec. Details of the final number of placing shares
and the placing price will be announced as soon as practicable
after the close of the bookbuild.
The total number of shares to be issued pursuant to the placing
shall not exceed 8,370,000 ordinary shares, representing
approximately 6.95% of the company's existing issued ordinary share
capital.
The placing shares have been 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.
The placing will be effected by way of a placing of new ordinary
shares in the company for non-cash consideration. Investec will
subscribe for ordinary shares and redeemable preference shares in
JerseyCo, a wholly owned subsidiary of the Company, for an amount
approximately equal to the net proceeds of the placing. The company
will allot and issue the placing shares on a non-pre-emptive basis
to placees in consideration for the transfer of the ordinary shares
and redeemable preference shares in JerseyCo that will be issued to
Investec.
Application for admission to trading
The company will apply to the FCA for admission of the placing
shares to the premium listing segment of the Official List of the
FCA and to London Stock Exchange for admission to trading of the
placing shares on its main market for listed securities. It is
expected that admission will become effective at 8.00 a.m. on 22
January 2021 (or such later date as may be agreed between the
company and Investec).
Participation in, and principal terms of, the placing
1. Investec is acting as sole bookrunner on the placing as agent
of the company. Participation in the placing will only be available
to persons who may lawfully be, and are, invited to participate by
Investec. Investec, any of its affiliates or any person acting on
its or their behalf are entitled to enter bids as principal in the
bookbuild.
2. The bookbuild, if successful, will establish the final
placing price payable to Investec by all placees whose bids are
successful. The placing price is expected to be between GBP11.00
and GBP11.20 per placing share but may be set outside of this range
by agreement between the company and Investec. The final placing
price and the number of placing shares will be announced on a
Regulatory Information Service following the completion of the
bookbuild.
3. To bid in the bookbuild, placees should communicate their bid
by telephone or in writing to their usual sales contact at
Investec. Each bid should state the number of placing shares which
the prospective placee wishes to acquire at the placing price. Bids
may be scaled down by Investec and the company on the basis
referred to in paragraph 6 below. Investec 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 6:00 a.m.
(London time) on 20 January 2021 but may be closed earlier or
later, at the discretion of Investec and the company. Investec may,
in agreement with the company, accept bids that are received after
the bookbuild has closed.
5. Each placee's allocation will be agreed between Investec and
the company and will be confirmed to placees orally or in writing
by Investec, acting as agent of the company, following the close of
the bookbuild, and a contract note will be dispatched as soon as
possible thereafter. Subject to paragraph 9 below, Investec's oral
or written 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 Investec and the
company in respect of placing shares, under which such placee
agrees to acquire the number of placing shares allocated to it and
to pay the placing price for each such placing share on the terms
and conditions set out in this Appendix and in accordance with the
company's corporate documents.
6. Investec 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 it may determine in consultation with the company.
Investec may also, notwithstanding paragraphs 3 and 4 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 Investec, subject to agreement with the company. If
within a reasonable time after a request for verification of
identity, Investec has not received such satisfactory evidence,
Investec may, in consultation with the company but at its absolute
discretion, terminate the placee's placing participation in the
placing in which event all funds delivered by the placee to
Investec will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited.
7. The placing shares are being offered and sold by the company
(a) outside the United States in offshore transactions as defined
in, and pursuant to, Regulation S under the Securities Act, or (b)
in the United States to persons reasonably believed to be QIBs in
transactions not involving any "public offering" within the meaning
of Section 4(a)(2) of the Securities Act, and/or pursuant to an
exemption from, or transaction not subject to, the registration
requirements of the Securities Act. The placee and the prospective
beneficial owner of the placing shares is, and at the time the
placing shares are subscribed for will be (i) outside the United
States and subscribing for the placing shares in an "offshore
transaction" as defined in, and pursuant to, Regulation S under the
Securities Act; or (ii) (a) a QIB, and (b) subscribing for the
placing shares pursuant to an exemption from, or in a transaction
not subject to, the registration requirements under the Securities
Act, acknowledging that the placing shares have not been, and will
not be, registered under the Securities Act or with any State or
other jurisdiction of the United States. With respect to (ii)
above, it is subscribing for 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, 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
representations, warranties, indemnities, acknowledgements,
agreements and undertakings herein on behalf of each such
account.
8. Each potential placee located or resident in Canada must
qualify as both an "accredited investor" and a "permitted client"
under applicable Canadian securities laws that has either executed
and delivered, or will execute and deliver, a Canadian Investor
Letter and satisfy the eligibility requirements set forth
therein.
9. 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 Investec'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
Investec, 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. Each
placee's obligations will be owed to Investec. Conditional upon
admission, the company shall allot such placing shares to each
placee following each placee's payment to Investec of such
amount.
10. Except as required by law or regulation, no press release or
other announcement will be made by Investec 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.
11. Irrespective of the time at which a placee's allocation(s)
pursuant to the placing is/are confirmed, settlement for all
placing shares to be acquired pursuant to the placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. All obligations under the bookbuild and placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the placing" and
to the placing not being terminated on the basis referred to below
under "Termination of the placing agreement".
13. By participating in the bookbuild, each placee agrees that
its rights and obligations in respect of 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 Investec.
14. To the fullest extent permissible by law, neither Investec,
any of its affiliates nor any person acting on its or their behalf
shall have any responsibility or liability to any placee (or to any
other person whether acting on behalf of a placee or otherwise). In
particular, neither Investec, any of its affiliates nor any person
acting on its or their behalf shall have any responsibility or
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of Investec's conduct of the bookbuild
or of such alternative method of effecting the placing as Investec
and the company may agree.
15. The company reserves the right (upon agreement with
Investec) to reduce or seek to increase the amount to be raised
pursuant to the placing.
Conditions of the placing
The placing is conditional upon the placing agreement becoming
unconditional and not having been terminated in accordance with its
terms. Investec's obligations under the placing agreement are
conditional on certain conditions, including:
1. the pricing agreement having been executed by the company and Investec ;
2. the release by the company of the results of placing announcement;
3. the company having allotted the placing shares to placees,
subject only to admission and the placing agreement not having been
terminated prior to admission;
4. the delivery to Investec of customary documentation in connection with the placing;
5. none of the warranties on the part of the company in the
placing agreement being untrue, inaccurate or misleading (i) as at
the date of the placing agreement; (ii) as at the time the pricing
agreement is executed; and (iii) immediately prior to admission, in
each case by reference to the facts and circumstances then
subsisting;
6. the subscription and transfer agreement and the option
agreement having been executed by the company and JerseyCo and
there having occurred no default or breach by the company or
JerseyCo (as the case may be) of any of the terms thereof at any
time prior to admission and the subscription and transfer agreement
and the option agreement having become wholly unconditional (save
for the condition in such agreements relating to admission);
7. certain covenant waivers obtained prior to the date of this
announcement having been entered into by the parties thereto and
having, and continuing to have, full force and effect and not
having been terminated or lapsed and not having been materially
varied or modified and no right to terminate or rescind the
covenant waivers and tax deferrals having arisen;
8. the company having performed all of its obligations under the
placing agreement to be performed prior to admission and not being
in breach of the placing agreement;
9. there not having occurred a material adverse change in
relation to the company or the group at any time prior to
admission; and
10. admission of the placing shares occurring at or before 8:00
a.m. (London time) on 22 January 2021, or such later time and/or
date (being not later than 3.00 p.m. on 29 January 2021 ) as the
company and Investec may agree in writing.
If: (i) any of the conditions contained in the placing
agreement, including those described above, are not fulfilled or
(where applicable) waived by Investec by the relevant time or date
specified (or such later time or date as the company and Investec
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.
Investec may, at its discretion and upon such terms as it thinks
fit, extend the time for the 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 (other than those conditions described in points 1 to 3
(inclusive) and 10 above, which may not be waived). Any such
extension or waiver will not affect placees' commitments as set out
in this announcement.
Investec shall not have any liability or responsibility 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 Investec .
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
Investec is entitled, at any time before admission, to terminate
the placing agreement in accordance with its terms in certain
circumstances, including, inter alia, if: (i) there has been a
breach by the company of any of the warranties or any failure by
the company to perform any of its obligations contained in the
placing agreement; (ii) there has been a material adverse change in
relation to the group; (iii) the application for admission is
withdrawn or refused by the FCA or the London Stock Exchange; or
(iv) upon the occurrence of certain force majeure events.
If circumstances arise that would allow Investec to terminate
the placing agreement, it may nevertheless determine to allow the
placing to proceed.
By participating in the placing, each placee agrees that its
rights and obligations terminate only in the circumstances
described above and under 'Conditions of the placing' above and
will not be capable of rescission or termination by it after oral
confirmation by Investec following the close of the bookbuild.
By participating in the placing, placees agree that the exercise
or non-exercise by Investec of any right of termination or other
discretion under the placing agreement shall be within the absolute
discretion of Investec or for agreement between the company and
Investec (as the case may be) and that neither the company nor
Investec need make any reference to, or consultation with, placees
and that neither they nor any of their respective affiliates nor
any person acting on its or their behalf shall have any liability
to placees whatsoever in connection with any such exercise or
failure to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or
admission document has been or will be prepared or submitted to be
approved by the FCA (or any other 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 any 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 to be provided to individual prospective placees.
Each placee, by accepting a participation 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 Investec 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),
Investec, any of its affiliates or any person acting on its or
their behalf and no such 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 in accepting a participation in the
placing.
Restriction on further issue of securities
The company has undertaken to Investec that, between the date of
the placing agreement and 180 days after the date of the placing
agreement (being today's date), it will not, without the prior
written consent of Investec (not to be unreasonably withheld or
delayed), directly or indirectly issue or allot ordinary shares,
subject to customary exceptions and waiver by Investec.
By participating in the placing, placees agree that the exercise
by Investec of any power to grant consent to waive the
aforementioned undertaking by the company shall be within the
absolute discretion of Investec and that it need not make any
reference to, or consultation with, placees and that it shall not
have any 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:
GB0001638955) 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, Investec 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 for the placing, each
placee allocated placing shares in the placing will be sent a
contract note stating the number of placing shares to be allocated
to it at the placing price, the aggregate amount owed by such
placee to Investec and settlement instructions. Placees should
settle against CREST ID: 331. It is expected that such contract
note will be despatched on or around 20 January 2021 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 Investec.
The company will deliver the placing shares to a CREST account
operated by Investec as agent for the company and Investec will
enter its delivery (DEL) instruction into the CREST system.
Investec will hold any placing shares delivered to this 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 22 January 2021 on a
T+2 basis in accordance with the instructions given to
Investec.
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 Investec.
Each placee agrees that, if it does not comply with these
obligations, Investec may sell any or all of the placing shares
allocated to that placee on such placee's behalf and retain from
the proceeds, for the company's account and benefit, an amount
equal to the aggregate amount owed by the placee plus any interest
due. The relevant placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest,
fines or penalties) which may arise upon the sale of such placing
shares on such placee's behalf.
If placing shares are to be delivered to a custodian or
settlement agent, placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as placing shares are 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, subject to 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 (including 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
Investec 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 (for itself and for any
such prospective placee) with Investec (in its capacity as sole
bookrunner and as placing agent 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 subscription for and purchase of placing shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this announcement
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with admission, the
bookbuild, the placing, the company, the placing shares or
otherwise;
2. that no offering document, prospectus, offering memorandum or
admission document has been or will be prepared in connection with
the placing or is required under the Prospectus Regulation or UK
Prospectus Regulation and it has not received and will not receive
an offering document, prospectus, offering memorandum admission
document or other offering document in connection with the
bookbuild, the placing or the placing shares;
3. that the ordinary shares are listed on the Official List of
the FCA and are admitted to trading on the main market of the
London Stock Exchange and that the company is therefore required to
publish certain business and financial information in accordance
with MAR and the rules and practices of the London Stock Exchange
and/or the FCA (collectively, the "exchange information"), which
includes the further Covid-19 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 Investec, the company nor any of their
respective affiliates nor any person acting on its or their behalf
has provided, and none of them will provide it with, any material
or information regarding the placing shares, the bookbuild, the
placing or the company or any other person other than this
announcement and the further Covid-19 update, such information
being all that it deems necessary to make any investment decision
in respect of the placing Shares, nor has it requested Investec,
the company, 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 Investec, that it
is not, and at the time the placing shares are acquired, neither it
nor the beneficial owner of the placing shares will be, a resident
of a restricted territory or any other jurisdiction in which it
would be unlawful to make or accept an offer to acquire the placing
shares, subject to certain restrictions; and further acknowledges
that the placing shares have not been and will not be registered or
otherwise qualified, for offer and sale nor will an offering
document, prospectus, offering memorandum or admission document be
cleared or approved in respect of any of the placing shares under
the securities legislation of the United States or any other
restricted territory 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 neither Investec, any of its
affiliates nor any person acting on its or their behalf has or
shall have any responsibility or liability for any information,
representation or statement contained in this announcement or any
information previously or subsequently published by or on behalf of
the company, including, without limitation, any 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
previously published by or on behalf of the company or
otherwise;
7. 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 any exchange
information, that it received and reviewed all information that it
believes is necessary or appropriate 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 Investec or the
company and neither Investec, the company, nor any of their
respective affiliates nor any person acting on its or their behalf
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 solely on its own
investigation, examination and due diligence of the business,
financial or other position of the company in deciding to
participate in the placing and that none of Investec, any of its
affiliates nor any person acting on its or their behalf have made
any representations to it, express or implied, with respect to the
company, the bookbuild, the placing and the placing shares or the
accuracy, completeness or adequacy of the exchange information, and
each of them expressly disclaims any liability in respect
thereof;
8. that it has not relied on any information relating to the
company contained in any research reports prepared by Investec, any
of its affiliates or any person acting on its or their behalf and
understands that (i) none of Investec, nor any of its affiliates
nor any person acting on its or their behalf has or shall have any
liability for public information or any representation; (ii) none
of Investec, its affiliates nor any person acting on its or their
behalf 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 Investec, its affiliates nor any
person acting on its or their behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of
publication, the date of this announcement or otherwise;
9. 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;
10. it acknowledges that no action has been or will be taken by
the company, Investec, their respective affiliates or any person
acting on its or their behalf that would, or is intended to, permit
a public offer of the placing shares in the United States or in any
country or jurisdiction where any such action for that purpose is
required;
11. 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 Investec, the company, any of their
respective affiliates or any person acting on its or their behalf
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the placing;
12. 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;
13. that it has complied with its obligations under the Criminal
Justice Act 1993, the EU Market Abuse Regulation and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime
and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and the Money Laundering Sourcebook
of the FCA and any related 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;
14. 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 Investec
and the company for the performance of all its obligations as a
placee in respect of the placing (regardless of the fact that it is
acting for another person);
15. If it is in the United Kingdom it is a relevant person and
if it is in a Member State of the EEA it is a qualified investor
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;
16. that it will not distribute, forward, transfer or otherwise
transmit this announcement or any part of it, or any other
presentational or other materials concerning the placing in or into
the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
17. 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;
18. 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;
19. if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the Prospectus Regulation and the UK
Prospectus Regulation, that the placing shares acquired for by it
in the placing will not be acquired for on a non-discretionary
basis on behalf of, nor will they be acquired for 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 Investec has been given to the proposed offer or
resale;
20. 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;
21. 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
prior to admission 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;
22. that any offer of placing shares may only be directed at
persons in the United Kingdom who are relevant persons 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
United Kingdom prior to admission except to relevant persons or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in the United Kingdom
within the meaning of the UK Prospectus Regulation and 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 and agrees that this
announcement has not been approved by Investec in its capacity as
an authorised person under section 21 of FSMA and it may not
therefore be subject to the controls which would apply if it was
made or approved as financial promotion by an authorised
person;
23. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA in the UK) with
respect to anything done by it in relation to the placing
shares;
24. if it has received any inside information (as defined under
MAR) about the company in advance 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;
25. that (i) it (and any person acting on its behalf) has the
funds available to pay for, and has capacity and authority and is
otherwise entitled to purchase 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, Investec, any of their
respective affiliates or any person acting on its or their behalf
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 subscription for and
purchase 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;
26. that it (and any person acting on its behalf) 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 or sold as Investec
may in its absolute discretion determine and without liability to
such placee. Such placee will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such placing shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest,
fines 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;
27. 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 subscribe for and acquire, and that
Investec 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;
28. that none of Investec, its affiliates nor any person acting
on its or their behalf, is making any recommendations to it, or
advising it regarding the suitability or merits of any transactions
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 Investec and that Investec does not have
any duties or responsibilities to it for providing the protections
afforded to its 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 Investec's rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination
right;
29. 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 Investec, the company nor any of their
respective affiliates nor any person acting on its or their behalf
will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes (together with any
interest, fines 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 Investec, the company, any
of their respective affiliates and any person acting on its or
their behalf 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 Investec who will hold them as nominee on behalf of such
placee until settlement in accordance with its standing settlement
instructions with payment for the placing shares being made
simultaneously upon receipt of the placing shares in the placee's
stock account on a delivery versus payment basis;
30. 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 any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the placing shares (together with any interest
chargeable thereon) may be taken by Investec 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;
31. that each of Investec, the company, their respective
affiliates and any person acting on its or their behalf will rely
upon the truth and accuracy of the representations, warranties,
agreements, undertakings and acknowledgements set forth herein and
which are given to Investec on its own behalf and on behalf of the
company and are irrevocable and it irrevocably authorises Investec
and the company to produce this announcement and the further
Covid-19 update, 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;
32. that it will indemnify on an after-tax basis and hold each
of Investec, the company, their respective affiliates and any
person acting on its or their behalf 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,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the placing;
33. it acknowledges that it irrevocably appoints any director or
authorised signatories of Investec 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 to be registered as
the holder of any of the placing shares agreed to be taken up by it
under the placing;
34. that it acknowledges that its commitment to acquire placing
shares on the terms set out herein and in the contract note 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 Investec's conduct of the
placing;
35. 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 subscribing for or
purchasing the placing shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the placing, (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 Investec, (iv) it has had sufficient
time and access to information to consider and conduct its own
investigation with respect to the offer and purchase 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 and intelligent
decision with respect to making an investment in the placing
shares, (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 Investec, any of its affiliates nor any person
acting on its or their behalf for all or part of any such loss or
losses it or they may suffer;
36. it acknowledges and agrees that neither Investec nor the
company owe any fiduciary or other duties to it or any placee in
respect of any representations, warranties, undertakings or
indemnities in the placing agreement;
37. understands and agrees that it may not rely on any
investigation that Investec, its affiliates or any person acting on
its or their behalf may or may not have conducted with respect to
the company and its affiliates or the placing and Investec has not
made any representation or warranty to it, express or implied, with
respect to the merits of the placing, the subscription for or
purchase 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, Investec, its affiliates
or any person acting on its or their behalf for the purposes of
this placing;
38. it acknowledges and agrees that it will not hold Investec,
any of its affiliates nor any person acting on its or their behalf
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 and that no such person 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;
39. that in connection with the placing, Investec, its
affiliates and any person acting on its or their behalf may take up
a portion of the placing shares as a principal position and in that
capacity may retain, purchase or sell for its own account such
shares in the company and any other securities of the company or
related investments and may offer or sell such shares, securities
or other investments otherwise than in connection with the placing.
Accordingly, references in this announcement to placing shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the company to
Investec, its affiliates or any person acting on its or their
behalf, in each case, acting in such capacity. in addition
Investec, its affiliates and any person acting on its or their
behalf may enter into financing arrangements (including swaps,
warrants or contracts for difference) with investors in connection
with which such person(s) may from time to time acquire, hold or
dispose of such securities of the company, including the placing
shares. None Investec, its affiliates nor any person acting on its
or their behalf intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
40. 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 offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by
Investec. Investec will, inter alia, take account of the company's
objectives, MiFID II requirements and/or their allocation
policies;
41. it 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
prepared 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 United States Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the placing or the accuracy or adequacy of
this announcement. 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 Canada, Australia, South Africa or Japan and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within the Canada, United States, Australia, South Africa or Japan
or in any country or jurisdiction where any action for that purpose
is required;
42. that 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 for so long as the placing
shares are "restricted securities", it will not deposit such shares
in any unrestricted depositary facility established or maintained
by any depositary bank and it agrees to notify any transferee to
whom it subsequently reoffers, resells, pledges or otherwise
transfers the Placing Shares of the foregoing restrictions on
transfer;
43. it will not directly or indirectly offer, reoffer, resell,
transfer, assign, pledge or otherwise dispose of any placing shares
except: (a) in an "offshore transaction" in accordance with Rule
903 or 904 of Regulation S outside the United States; (b) in the
United States to a person that it and any person acting on its
behalf reasonably believes is a QIB who is purchasing for its own
account or for the account of another person who is a QIB pursuant
to Rule 144A under the Securities Act (it being understood that all
offers or solicitations in connection with such a transfer are
limited to QIBs and do not involve any means of general
solicitation or general advertising); (c) pursuant to Rule 144
under the Securities Act (if available); (d) to the Company or (e)
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act, and, if the
company shall so require, subject to delivery to the company of an
opinion of counsel (and such other evidence as the company may
reasonably require) that such transfer or sale is in compliance
with the Securities Act, in each case in accordance with any
applicable securities laws of any state or other jurisdiction of
the United States; and that that it will notify any transferee to
whom it subsequently reoffers, resells, pledges or otherwise
transfers the placing shares of the foregoing restrictions on
transfer; and
44. that no representation has been made as to the availability
of the exemption provided by Rule 144 or any other exemption under
the Securities Act for the reoffer, resale, pledge or transfer of
the placing shares.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the company as well as Investec (for their own benefit
and, where relevant, the benefit of their respective affiliates and
any person acting on its or their behalf) and are irrevocable.
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,
Investec, their respective affiliates or any person acting on its
or their behalf will be responsible for any UK stamp duty or UK
stamp duty reserve tax (including any interest, fines 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 Investec, the company, their respective affiliates nor any
person acting on its or their behalf will be liable to bear any
stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue,
securities, transfer, registration, capital, or documentary duties
or taxes) ("transfer taxes") that arise (i) if there are any such
arrangements (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) 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 (including any interest,
fines and penalties relating thereto) forthwith, and agrees to
indemnify on an after-tax basis and hold Investec and/or the
company (as the case may be) and their respective affiliates and
any person acting on its or their behalf 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.
Miscellaneous
Each placee acknowledges and is aware that Investec is receiving
a fee in connection with its 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 Investec, any money held in an account with Investec
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. 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 Investec's money in
accordance with the client money rules and will be used by Investec
in the course of its own business; and the placee will rank only as
a general creditor of Investec.
All times and dates in this announcement may be subject to
amendment by Investec and the company (in their absolute
discretion). Investec shall notify the placees and any person
acting on behalf of the placees of any changes.
The rights and remedies of Investec 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.
Time is of the essence as regards each placee's obligations
under this Appendix.
Any document that is to be sent to it in connection with the
placing will be sent at its risk and may be sent to it at any
address provided by it to Investec.
Each placee may be asked to disclose in writing or orally to
Investec:
1. if he or she is an individual, his or her nationality; or
2. if it is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned. Appendix 2 - Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
"GBP ", "GBP", "pounds", "pound sterling" or "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK;
"US$" , "$" or "dollars" are to the lawful currency of the
United States of America;
"admission" means admission of the placing shares to the premium
listing segment of the Official List of the FCA and to trading on
the London Stock Exchange's main market for listed securities;
"affiliate" in respect of Investec or the company means any
other person that, directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, such person and specifically includes subsidiaries,
branches, associated companies and holding companies and the
subsidiaries of such holding companies, branches, associated
companies and subsidiaries; and for these purposes "controlling
person" means any person who controls any other person; "control"
(including the terms "controlling", "controlled by" and "under
common control with") means the possession, direct or indirect, of
the power to direct or cause the direction of the management,
policies or activities of a person whether through the ownership of
securities, by contract or agency or otherwise; and the term
"person" is deemed to include a partnership, and this definition
also includes the respective directors, officers, employees, agents
or advisers of all such persons;
"announcement" means this announcement and its appendices;
"bookbuild" means the bookbuilding process to be commenced by
Investec to use reasonable endeavours to procure placees for the
placing shares at the placing price, as described in this
announcement and subject to the terms and conditions set out in
this announcement and the placing agreement;
"Canadian Investor Letter" means the investor representation
letter in the form provided by Investec to prospective purchasers
of ordinary shares that are located or resident in Canada;
"company" means J D Wetherspoon 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;
"DTRs" means the Disclosure Guidance and Transparency Rules made
by the FCA pursuant to Part VI of FSMA;
"Euroclear" means Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and Wales;
"FCA" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"further Covid-19 update" means the announcement made by the
company on the same date as this announcement providing a further
update on Covid-19's possible impact on the company;
"group" means the company and its subsidiary undertakings;
"Investec" means Investec Bank plc;
"JerseyCo" means Project Lima Limited;
"Listing Rules" means the rules and regulations made by the FCA
under FSMA;
"LSE" or "London Stock Exchange" means London Stock Exchange
plc;
"MAR" or "Market Abuse Regulation" means the Market Abuse
Regulation (EU) No.596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ;
"option agreement" means the option agreement entered into
between the company, Investec and JerseyCo on or about the date
hereof;
"ordinary share" means an ordinary share of 2p each in the
capital of the company;
"placee" means a person procured by Investec to subscribe for
placing shares;
"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, expected to be between GBP11.00 and
GBP11.20 per placing share, and which will be determined at the
close of the Bookbuild and recorded in the pricing agreement;
"placing shares" has the meaning given in paragraph 1 of this
announcement;
"pricing agreement" has the meaning given to it in Appendix 1 to
this announcement;
"Prospectus Regulation" means the Prospectus Regulation (EU)
2017/1129;
"QIBs" means "qualified institutional buyers" as defined in Rule
144A of the Securities Act;
"Regulation S" means Regulation S promulgated under the
Securities Act;
"Regulatory Information Service" means any of the services set
out in Appendix 3 of the Listing Rules;
"relevant person" has the meaning given to it in Appendix 1 to
this announcement;
"restricted territory" has the meaning given to it in Appendix 1
to this announcement;
"results of placing announcement" means the announcement
published by the company confirming the results of the placing on a
Regulatory Information Service immediately following the execution
of the pricing agreement;
"Securities Act" means the US Securities Act of 1933, as
amended;
"subscription and transfer agreement" means the subscription and
transfer agreement entered into between the company, Investec and
JerseyCo on or about the date hereof;
"subsidiary" or "subsidiary undertaking" each have the meaning
given to such term in the Companies Act 2006;
"terms of placing" has the meaning given to it in Appendix 1 to
this announcement;
"uncertificated" or "in uncertificated form" means in respect of
a share or other security, where that share or other security is
recorded 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 "UK" means the United Kingdom of Great
Britain and Northern Ireland;
"UK Prospectus Regulation" means the Prospectus Regulation as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal Act) 2018; and
"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.
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