TIDMMARS
RNS Number : 4797F
Marston's PLC
18 May 2017
18 May 2017
This announcement (including the appendix) and the information
contained herein is restricted and not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, Japan, South Africa or
any other jurisdiction in which such release, publication or
distribution would be unlawful. Please see the important notice at
the end of this announcement.
This announcement contains inside information.
MARSTON'S PLC ANNOUNCES A PROPOSED PLACING OF APPROXIMATELY 9.9%
ISSUED SHARE CAPITAL
Marston's PLC ("Marston's" or the "Company") today announces its
intention to conduct a non-pre-emptive cash placing of
approximately 57.6 million new ordinary shares in the Company to
institutional investors (the "Placing"), which represents
approximately 9.9% of the Company's issued share capital (excluding
treasury shares). J.P. Morgan Securities PLC, which conducts its UK
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), and Numis Securities Limited ("Numis") are acting as
joint bookrunners (the "Bookrunners").
The Company has also announced today that it has agreed to
acquire the Charles Wells Brewing and Beer Business from the
Charles Wells Group for a cash consideration of GBP55 million, plus
working capital adjustments, representing 5.5x EBITDA post
synergies. Based in Bedford, Charles Wells Brewing and Beer
Business is an established high quality brewing business with a
portfolio of more than 30 beers including leading brands such as
Bombardier, Young's and McEwan's. In addition, the business has UK
distribution rights for the Estrella Damm lager brand and other
beers under license including Kirin and Erdinger (see separate
announcement).
The Company also announced today the agreement to acquire seven
pubs in strong locations to enhance its Destination and Premium
estate for a consideration of GBP13m with a refurbishment
investment of GBP3m, representing 7.8x post investment EBITDA.
Both of these acquisitions (the "Acquisitions") are expected to
complete in June 2017.
The Acquisitions are expected to deliver a combined ROIC in
excess of 15% in the first full year and to be EPS neutral in the
first full year and accretive thereafter. Pro forma Net debt:EBITDA
is expected to reduce by 0.3x post completion of the
Acquisitions.
In addition, Marston's is today issuing its interim results
covering the 26 weeks ended 1 April 2017 (see separate
announcement).
Background to the placing - use of proceeds
The net proceeds from the Placing will be used to fund the
consideration for the Acquisitions.
The Placing is not conditional upon completion of the
Acquisitions. In the event that the Acquisitions do not complete,
Marston's will retain the net proceeds of the Placing for potential
investment opportunities and general corporate purposes.
The Placing
The Placing is subject to the terms and conditions set out in
the Appendix. The Bookrunners will commence a bookbuilding process
in respect of the Placing ("Bookbuild"). The book will open with
immediate effect following this announcement.
The price per ordinary share at which the Placing Shares
(defined below) are to be placed (the "Placing Price") will be
decided at the close of the Bookbuild. The timing of the closing of
the Bookbuild, the Placing Price and allocations are at the
discretion of Marston's and the Bookrunners. When issued, the
Placing Shares will be credited as fully paid and will rank pari
passu in all respects with the existing ordinary shares of 7.375
pence each in the share capital of the Company, including the right
to receive all dividends (including the interim dividend of 2.7p
per share announced today) and other distributions declared, made
or paid on or in respect of such shares after the date of issue of
the Placing Shares.
Application will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the main market for
listed securities of the London Stock Exchange (together,
"Admission"). It is expected that Admission will take place at
8.00am on 22 May 2017 (or such later date as may be agreed between
the Company and the Bookrunners). The Placing is conditional upon,
inter alia, Admission becoming effective. The Placing is also
conditional on the placing agreement between the Company and the
Bookrunners not being terminated.
The Appendix to this announcement (which forms part of this
announcement) sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
Contacts
Marston's PLC +44 (0) 1902 329516
Ralph Findlay, Chief Executive
Andrew Andrea, Chief Financial and Corporate
Development Officer
+44 (0) 20 7742
J.P. Morgan Cazenove 4000
James Mitford
Behzad Arbabzadah
Laurene Danon
+44 (0) 20 7260
Numis 1000
Christopher Wilkinson
Michael Burke
Andrew Hackney
+44 (0) 20 7457
Instinctif Partners 2020
Justine Warren
Matthew Smallwood
About Marston's
Marston's is a leading pub operator and independent brewer. It
has an estate of 1,565 pubs situated nationally, comprising
managed, franchised and leased pubs. It is the UK's leading brewer
of premium cask and bottled ales, including Marston's Pedigree,
Wainwright, Lancaster Bomber and Hobgoblin. The beer portfolio also
includes Banks's, Jennings, Wychwood, Ringwood, Brakspear and
Mansfield beers. Marston's employs around 13,500 people.
IMPORTANT NOTICE ON THE PLACING FOR INVITED PLACEES ONLY
THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND
PROJECTIONS WITH RESPECT TO ANTICIPATED FUTURE PERFORMANCE OF THE
GROUP ("FORWARD-LOOKING STATEMENTS") WHICH REFLECT VARIOUS
ASSUMPTIONS CONCERNING ANTICIPATED RESULTS TAKEN FROM THE GROUP'S
CURRENT BUSINESS PLAN OR FROM PUBLIC SOURCES WHICH MAY OR MAY NOT
PROVE TO BE CORRECT. THESE FORWARD LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE
TERMS 'ANTICIPATES', 'TARGET', 'BELIEVES', 'ESTIMATES', 'EXPECTS',
'INTS', 'MAY', 'PLANS', 'PROJECTS', 'SHOULD' OR 'WILL', OR, IN EACH
CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY
OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE
EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING STATEMENTS REFLECT
CURRENT EXPECTATIONS BASED ON THE CURRENT BUSINESS PLAN AND VARIOUS
OTHER ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES
AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE PERFORMANCE OR
RESULTS AND WILL NOT NECESSARILY BE ACCURATE INDICATIONS OF WHETHER
OR NOT SUCH RESULTS WILL BE ACHIEVED. AS A RESULT, PROSPECTIVE
INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO
THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS
GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE OF SUCH STATEMENTS AND, EXCEPT
AS REQUIRED BY THE FCA, THE LONDON STOCK EXCHANGE, THE LISTING
RULES OR APPLICABLE LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO
UPDATE OR REVISE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER
AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. NO
STATEMENT IN THIS ANNOUNCEMENT IS INTED TO BE A PROFIT FORECAST AND
NO STATEMENT IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN
THAT EARNINGS PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE
FINANCIAL YEARS WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL
PUBLISHED EARNINGS PER SHARE OF THE COMPANY.
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS AS DEFINED IN SECTION 2(7) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED, ("QUALIFIED INVESTORS") BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS
DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, TO
QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS IN (A) OR (B) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT IS NOT AN OFFER TO
SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE
SECURITIES IN THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE
EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE,
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO A LIMITED
NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" ("QIBS") IN RELIANCE ON
RULE 144A UNDER THE SECURITIES ACT OR ANOTHER EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED
STATES IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH REGULATION S
UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING
MADE IN THE UNITED STATES OR ELSEWHERE. 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.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD
CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
In this Appendix, unless the context requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has
been invited to, and who chooses to, participate in the Placing and
by whom or on whose behalf a commitment to acquire Placing Shares
has been given.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company, J.P. Morgan Securities PLC,
which conducts its UK investment banking activities as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove"), Numis Securities Ltd ("Numis",
and together with J.P. Morgan Cazenove, the "Banks") or any of
their respective affiliates (within the meaning of Rule 405 under
the Securities Act ("Affiliates")) or any of such persons'
directors, officers or employees or any other person as to the
accuracy, completeness or fairness of the information or opinions
contained in this Announcement and no liability whatsoever is
accepted by the Company, the Banks or any of such persons'
Affiliates, directors, officers or employees or any other person
for any loss howsoever arising, directly or indirectly, from any
use of such information or opinions or otherwise arising in
connection therewith.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons needing advice should consult an
independent financial adviser.
This Announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or acquire Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of United States, Australia, Canada, Japan or South
Africa. Accordingly, subject to certain exceptions or unless an
exemption under the relevant securities laws is applicable, the
Placing Shares may not be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia,
Canada, Japan or South Africa or any other jurisdiction outside the
United Kingdom.
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 action. Persons into whose
possession this Announcement comes are required by the Company and
Banks to inform themselves about, and observe, any such
restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement or the Appendix should seek appropriate advice
before taking any action.
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. Neither the content of the Company's website nor
any website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this announcement.
1. Details of the Placing
1.1 J.P. Morgan Cazenove and Numis have today entered into an
agreement with the Company (the "Placing Agreement") under which,
subject to certain conditions, J.P. Morgan Cazenove and Numis, as
agents for and on behalf of the Company, have agreed to use their
reasonable endeavours to procure placees ("Placees") for the
Placing Shares at a price to be determined following completion of
the Bookbuilding Process (as defined below) or, failing which, to
subscribe as principal for the Placing Shares.
1.2 The Placing Shares 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 dividends and other
distributions declared or made after the date of issue of the
Placing Shares. The issue of the Placing Shares is to be effected
by way of a cashbox placing. The allotment and issue of the Placing
Shares will be made by the Company to Placees in consideration for
the transfer to the Company of certain shares in a
Jersey-incorporated subsidiary of the Company ("JerseyCo").
1.3 The Company has agreed with the Banks to a 180 day lock-up
from Admission, subject to certain exceptions.
2. Applications for listing and admission to trading
2.1 Applications will be made to the:
(a) FCA for admission of the Placing Shares to the premium
listing segment of the Official List London Stock Exchange; and
(b) London Stock Exchange for admission of the Placing Shares to
trading on the London Stock Exchange's main market for listed
securities.
2.2 It is expected Admission will become effective at 8.00am on
22 May 2017 ("Admission") and that dealings in the Placing Shares
will commence at that time.
3. Participation in, and principal terms of, the Placing and Bookbuilding Process
3.1 J.P. Morgan Cazenove and Numis are acting as joint
bookrunners and each as agent for the Company in connection with
the Placing, Applications and Admission. Each Bank is authorised
and regulated in the United Kingdom by the FCA, and is acting
exclusively for the Company and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of each Bank or for providing
advice in relation to the matters described in this
Announcement.
3.2 Commencing today, the Banks are conducting an accelerated
bookbuilding process (the "Bookbuilding Process") to determine
demand for participation in the Placing. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. The Banks will be entitled to effect
the Placing by such alternative method to the Bookbuilding Process
as they may in their sole discretion determine.
3.3 Participation in the Placing is only available to persons
who may lawfully be, and are invited to participate in it by the
Banks. Each Bank and its affiliates are each entitled to
participate in the Placing and the Bookbuilding Process as
principal.
3.4 The Bookbuilding Process will establish a single price per
Placing Share payable to the Banks by all Placees whose bids are
successful (the "Placing Price"). The Placing Price and the number
of Placing Shares to be issued will be agreed between the Banks and
the Company following completion of the Bookbuilding Process. Any
discount to the market price of the Ordinary Shares will be
determined in accordance with the Listing Rules as published by the
FCA pursuant to Part VI of the FSMA. The Placing Price and the
number of Placing Shares will be announced on the Regulatory
Information Service ("RIS") no later than 10.00 a.m. on 19 May 2017
(the "Pricing Announcement").
3.5 The Bookbuilding Process is expected to close later today,
but in any event no later than 7.00 a.m. on 19 May 2017, but at the
sole discretion of the Banks the timing of the closing of the
books, pricing and allocations may be accelerated or delayed. The
Banks may, in agreement with the Company, accept bids that are
received after the Bookbuilding Process has closed. The Company
reserves the right (upon agreement with the Banks) to reduce or
seek to increase the amount to be raised pursuant to the Placing in
its absolute discretion
3.6 Any person who wishes to participate in the Bookbuilding
Process should communicate their bid by telephone to their usual
sales contact at the relevant Bank. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
acquire at either the Placing Price which is ultimately established
by the Company and the Banks or at prices up to a price limit
specified in its bid.
3.7 Each of the Banks reserves the right not to accept bids or
to accept bids in part rather than in whole. The acceptance of the
bids shall be at the Banks' absolute discretion.
3.8 A bid in the Bookbuilding Process will be made on the terms
and conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent
of the Banks, will not be capable of variation or revocation after
the close of the Bookbuilding Process.
3.9 Each prospective Placee's allocation will be confirmed
orally by one of Banks following the close of the Bookbuilding
Process. That oral confirmation shall constitute an irrevocable
legally binding commitment upon that person (who will at that point
become a Placee) to acquire the number of Placing Shares allocated
to it at the Placing Price on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Company's articles of association.
3.10 Each prospective Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by one of the
Banks. The terms of this Appendix will be deemed incorporated by
reference therein.
3.11 Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Bank, to
pay to it (or as it may direct) in cleared funds an amount equal to
the product of the Placing Price and such number of Placing Shares
that such Placee has agreed to acquire.
3.12 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be made at the
same time, on the basis explained below under "Registration and
Settlement".
3.13 All obligations under the Bookbuilding Process and the
Placing will be subject to fulfilment of the conditions referred to
below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement".
3.14 By participating in the Bookbuilding Process, 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.
3.15 To the fullest extent permissible by law, neither of the
Banks nor any of their Affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither of the Banks nor any
of their Affiliates shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of the
Banks' conduct of the Bookbuilding Process or of such alternative
method of effecting the Placing as the Banks and the Company may
determine.
3.16 To the fullest extent permitted by law and applicable FCA
rules, neither (i) J.P. Morgan Cazenove, (ii) Numis, (iii) any of
J.P. Morgan Cazenove's or Numis' directors, officers, employees or
consultants, or (iv) to the extent not contained with (i) to (iii),
any person connected with J.P. Morgan Cazenove or Numis as defined
in FSMA ((i) to (iv) being together "affiliates" and individually
an "affiliate"), shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
person other than the Company in respect of the Placing.
4. Conditions of the Placing
4.1 J.P. Morgan Cazenove's and Numis' obligations under the
Placing Agreement in respect of the Placing Shares are conditional
on, amongst other things:
(a) the warranties in the Placing Agreement being true and
accurate and not misleading on and as of the date of the Placing
Agreement and at all times before Admission by reference to the
facts and circumstances then subsisting;
(b) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
(c) certain publication of announcement obligations (including
with respect to this Announcement);
(d) the fulfilment by the Company of its obligations under this
Agreement which are required to be performed or satisfied on or
prior to Admission;
(e) the obligations of the Banks under the Placing Agreement not
having been terminated prior to Admission; and
(f) Admission occurring by 8.00am on 22 May 2017 (or such later
time and date as the Banks and the Company may agree).
4.2 If (i) any condition contained in the Placing Agreement in
relation to the Placing Shares is not fulfilled or waived by the
Banks, by the respective time or date where specified (or such
later time or date as the Company and the Banks may agree), (ii)
any such condition becomes incapable of being fulfilled or (iii)
the Placing Agreement is terminated in accordance with its terms,
the Placing will not proceed and the Placee's 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 the Placee in respect thereof.
4.3 The Banks may, at their discretion and upon such terms as
they think fit, waive compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement, save that conditions (b) and
(f) above relating to Admission may not be waived. Any such
extension or waiver will not affect the Placees' commitments as set
out in this Announcement.
4.4 Neither the Banks nor the Company shall have any liability
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or the date for
the satisfaction of any condition to the Placing nor for any
decision they may make as to the satisfaction of any condition or
in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of the Banks.
5. Termination of the Placing Agreement
5.1 Each of J.P. Morgan Cazenove and Numis is entitled, at any
time prior to Admission, to terminate the Placing Agreement in
respect of the Placing Shares in accordance with the terms of the
Placing Agreement by giving notice to the Company in certain
circumstances, including a breach of the warranties given to the
Banks in the Placing Agreement, the failure of the Company to
comply with its obligations under the Placing Agreement or a
material adverse change in the Group's condition or prospects.
5.2 By participating in the Placing, Placees agree that the
exercise by either Bank of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of either Bank and that it need not make any reference
to Placees and that it nor the Company (or its directors, officers
or employees) shall have no liability to Placees whatsoever in
connection with any such exercise.
6. No prospectus
6.1 No offering document or prospectus has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement
(including this Appendix) and the Exchange Information (as defined
below).
6.2 Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or the Banks or any other person and
neither the Banks nor the Company nor any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received. 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. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
7. Registration and settlement
7.1 Settlement of transactions in the Placing Shares
(ISIN:GB00B1JQDM80) following Admission will take place within the
system administered by Euroclear UK & Ireland Limited
("CREST"), subject to certain exceptions. The Banks and the Company
reserve the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees in certificated
form if, in the Banks' and the Company's opinion, delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's
jurisdiction.
7.2 Following close of the Bookbuild Process, each Placee
allocated Placing Shares in the Placing will be sent a contract
note trade confirmation stating the number of Placing Shares
allocated to it at the Placing Price, the aggregate amount owed by
such Placee to Numis and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing
CREST or certificated settlement instructions that it has in place
with the Banks.
7.3 The Company will deliver the Placing Shares a CREST account
operated by Numis as agent for the Company and Numis will enter its
delivery (DEL) instruction into the CREST system. Numis 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.
7.4 It is expected that settlement will take place on 22 May
2017 on a T+2 basis in accordance with the instructions set out in
the contract note.
7.5 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Numis.
7.6 Each Placee agrees that, if it does not comply with these
obligations, the relevant Bank 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 relevant Bank'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 between the net proceeds of such sale and the placing
proceeds of such Placing Shares and will be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties t) which may arise upon the sale of such Placee's Placing
Shares on its behalf.
7.7 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.
7.8 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 as provided below, be
so registered free from any liability to UK stamp duty or stamp
duty reserve tax.
7.9 Placees will not be entitled to receive any fee or
commission in connection with the Placing.
8. Representations and warranties
8.1 By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) that:
(a) it has read and understood the Announcement (including the
Appendix) and the Acquisition Announcement in its entirety and its
subscription for the Placing Shares is subject to and based on the
terms and conditions of the Placing as referred to and included in
the Announcement and undertakes not to redistribute or duplicate
this Announcement;
(b) no offering document or prospectus has been prepared in
connection with the Placing and that it has not received and will
not receive a prospectus or other offering document in connection
with the Placing;
(c) the Ordinary Shares are listed on the Official List and are
admitted to trading on the main market of the London Stock
Exchange, and the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices of the London Stock Exchange and/or the FCA (collectively
"Exchange Information"), which includes a description of the nature
of the Company's business and the Company's most recent balance
sheet and profit and loss account and that it is able to obtain or
access such information or comparable information concerning any
other publicly traded company without undue difficulty;
(d) (i) it has made its own assessment of the Company, the
Placing Shares and the terms and conditions of the Placing and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and has satisfied itself that the information is still current;
(ii) none of the Banks, the Company, any of their respective
affiliates or any person acting on behalf of any of them has
provided, or will provide it, with any material regarding the
Placing Shares in addition to this Announcement; and (iii) it has
not requested J.P. Morgan Cazenove, Numis, the Company or any of
their respective affiliates or any person acting on behalf of any
of them to provide it with any such information;
(e) the content of this Announcement is exclusively the
responsibility of the Company and that neither the Banks, nor any
of their affiliates or any person acting on its or their behalf has
or shall have any liability for any information, representation or
statement contained in this Announcement or any information
previously or concurrently published (including the Acquisition
Announcement) by or on behalf of the Company 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 elsewhere;
(f) the only information on which it has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information and that it has not
received or relied on any information given or any representations,
warranties or statements, express or implied, made by J.P. Morgan
Cazenove, Numis or the Company or any of their affiliates or any
person acting on behalf of any of them and none of J.P. Morgan
Cazenove, Numis, the Company, any of their affiliates or any person
acting on behalf of any of them will be liable for its decision to
accept an invitation to participate in the Placing based on any
information, representation, warranty or statement other than that
contained in this Announcement and any Exchange Information;
(g) it has neither received nor relied on any confidential price
sensitive information concerning the Company in accepting this
invitation to participate in the Placing and is not purchasing
Placing Shares on the basis of material non-public information;
(h) it has the funds available to pay for the Placing Shares it
has agreed to acquire and acknowledges, agrees and undertakes that
it will pay the total subscription amount in accordance with the
terms of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
acquirers or sold at such price as the relevant Bank
determines;
(i) it: (i) is entitled to acquire the Placing Shares under the
laws of all relevant jurisdictions; (ii) has fully observed such
laws; (iii) has the requisite capacity and authority and is
entitled to enter into and to perform its obligations as a
subscriber for Placing Shares and will honour such obligations; and
(iv) has obtained all necessary consents and authorities
(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) to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
(j) unless otherwise specifically agreed with the Banks, it is
not, and any person who it is acting on behalf of is not, and at
the time the Placing Shares are subscribed will not be, a resident
of, or with an address in, the United States, Australia, Canada,
Japan or South Africa, and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of the United
States, Australia, Canada, Japan or South Africa and may not be
offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
(k) it is a person of a kind described in (i) Article 19(5)
(Investment Professionals) and/or 49(2) (high net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (ii) section 86(7) of FSMA
("Qualified Investor"), being a person falling within Article
2.1(e) of Directive 2003/71/EC as amended (the "Prospectus
Directive"). For such purposes, it undertakes that it will acquire,
hold, manage and (if applicable) dispose of any Placing Shares that
are allocated to it for the purposes of its business only;
(l) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Numis 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;
(m) it is aware of and acknowledges that it has complied with
and will comply with all applicable provisions of FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
(n) it will not make any offer to the public of the Placing
Shares and has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of section 85(1) of FSMA or
an offer to the public in any other member state of the European
Economic Area within the meaning of the Prospectus Directive (which
includes any relevant implementing measure in any Member State of
the European Economic Area);
(o) it has not been engaged to acquire the Placing Shares on
behalf of any other person who is not a Qualified Investor unless
the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client as described in
section 86(2) of FSMA;
(p) it is aware of and acknowledges that it is required to
comply with its obligations in connection with money laundering
under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Terrorism Act 2006 and the Money Laundering Regulations 2007 (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;
(q) it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, with all applicable provisions of
FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply
with those obligations;
(r) the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that no
instrument under which it acquires Placing Shares (whether as
principal, agent or nominee) would be subject to stamp duty or the
increased rates referred to in those sections and that it, or the
person specified by it for registration as a holder of Placing
Shares, is not participating in the Placing as nominee or agent for
any person or persons to whom the allocation, allotment, issue or
delivery of Placing Shares would give rise to such a liability or
in connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
(s) it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto), if any, payable on acquisition of
any of the Placing Shares or the agreement to acquire the Placing
Shares and acknowledges and agrees that none of J.P. Morgan
Cazenove, Numis, the Company, any of their respective affiliates or
any person acting on behalf of them will be responsible for any
such liability to stamp duty or stamp duty reserve tax. Each Placee
and any person acting on behalf of such Placee agrees to
participate in the Placing, and agrees to indemnify the Company,
J.P. Morgan Cazenove and Numis on an after--tax basis in respect of
the same, on the basis that the Placing Shares will be allotted to
the CREST stock account of Numis who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
(t) neither of the Banks, nor any of their affiliates, nor any
person acting on behalf of any of them has or shall have any
liability for any information, representation or statement
contained in this Announcement or for any information previously
published by or on behalf of the Company or any other written or
oral information made available to or publicly available or filed
information or any representation, warranty or undertaking relating
to the Company, and will not be liable for its decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement or elsewhere, provided that nothing in this paragraph
shall exclude any liability of any person for fraud;
(u) neither of the Banks, nor any of their affiliates, nor any
person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that its participation in the Placing is on the basis that it is
not and will not be a client of either Bank and that neither Bank
has duties or responsibilities to it for providing the protections
afforded to its clients or customers under the rules of the FCA,
for providing advice in relation to the Placing, in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of its rights and obligations thereunder, including any rights to
waive or vary any conditions or exercise any termination right;
(v) in order to ensure compliance with the Money Laundering
Regulations 2007, each Bank (for themselves and as agent on behalf
of the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to J.P. Morgan Cazenove, Numis or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
J.P. Morgan Cazenove's or Numis' absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form, may be retained at Numis' or the Company's registrars', as
the case may be, absolute discretion. If within a reasonable time
after a request for verification of identity the relevant Bank (for
itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, the
relevant Bank and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
(w) each Bank may, and their affiliates acting as an investor
for its or their own account(s) may, acquire and/or purchase
Placing Shares and, in that capacity may retain, purchase, offer to
sell or otherwise deal for its or their own account(s) in the
Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, J.P. Morgan Cazenove, Numis and/or any of their
respective affiliates acting as an investor for its or their own
account(s). Neither J.P. Morgan Cazenove, Numis nor the Company
intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory
obligation to do so;
(x) these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions, and all
non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Company or
Numis in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
(y) the Company and the Banks and their respective affiliates
and others will rely upon the truth and accuracy of the foregoing
agreements, acknowledgements, representations, warranties and
undertakings which are given to Numis, on its own behalf and on
behalf of the Company, and are irrevocable;
(z) it irrevocably appoints any duly authorised officer of
either Bank as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe or
purchase upon the terms of this Announcement;
(aa) it will indemnify on an after tax basis and hold the
Company, J.P. Morgan Cazenove, Numis and their respective
affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
undertakings, agreements and acknowledgements in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
(bb) it has knowledge and experience in financial, business and
international investment matters and is required to evaluate the
merits and risks of subscribing for the Placing Shares; (ii) it is
experienced in investing in securities of this nature and is aware
that it may be required to bear, and is able to bear, the economic
risk of, and is able to sustain a complete loss in connection with
the Placing; and (iii) it has relied upon its own examination and
due diligence of the Company and its associates taken as a whole,
and the terms of the Placing, including the merits and risks
involved and has satisfied itself concerning the relevant tax,
legal, currency and other economic consideration relevant to its
subscription for Placing Shares; and
(cc) 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 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 conduct of the Placing.
Additional representations and warranties relating to the United
States.
In addition to the foregoing, by participating in the Placing,
each Placee (and any person acting on such Placee's behalf)
acknowledges, undertakes, represents, warrants and agrees (as the
case may be) that:
(dd) (i) 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, or approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, (ii) the Placing Shares are being offered and
sold pursuant to Regulation S under the Securities Act or in a
transaction exempt from or not subject to the registration
requirements under the Securities Act and (iii) the Placing Shares
may not be reoffered, resold, pledged or otherwise transferred
except in transactions not requiring registration under the
Securities Act;
(ee) unless it is a QIB in the United States to which the
Placing Shares will be offered on a private placement basis, it (i)
is, or at the time the Placing Shares are acquired, it will be
outside the United States and is not acquiring the Placing Shares
for the account or benefit of any person located in the United
States, unless the instruction to acquire was received from a
person outside the United States and the person giving such
instruction has confirmed that it has the authority to give such
instruction, and that it has investment discretion over such
account, (ii) is acquiring the Placing Shares in an "offshore
transaction" (as defined in Regulation S) and (iii) will not offer
or sell, directly or indirectly, any of the Placing Shares except
in an "offshore transaction" in accordance with Regulation S or in
the United States pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act;
(ff) it is not taking and will not take up any Placing Shares as
a result of any "directed selling efforts" as that term is defined
in Regulation S under the Securities Act;
(gg) if unable to provide the representation in (ee) above, (i)
it is a QIB within the meaning of Rule 144A of the Securities Act,
(ii) it is subscribing for the Placing Shares for its own account,
or for the account managed on behalf of another QIB, and not with a
view to any distribution within the meaning of the Securities Act
or applicable state law except as set forth below, (iii) if it is
acquiring the Placing Shares as a fiduciary or agent for one or
more investor accounts, each such account is a QIB, it has sole
investment discretion with respect to each such account and they
have full power and authority to make the acknowledgements,
representations, warranties and agreements herein on behalf of each
such account, (iv) it understands and agrees that the Placing
Shares are "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act and that the Placing Shares (to
the extent they are in certificated form), unless otherwise
determined by the Company in accordance with applicable law, will
bear a legend to that effect in addition to such other legends as
the Company deems necessary or as are required under applicable law
and (v) for so long as the Placing Shares are "restricted
securities" (within the meaning of Rule 144(a)(3) under the
Securities Act), it will segregate such Placing Shares from any
other shares that they hold that are not restricted securities,
shall not deposit such shares in any depositary facility
established or maintained by a depositary bank and will only
transfer such Placing Shares in accordance with the foregoing
restrictions;
(hh) the Placing Shares will not be reoffered, resold, pledged
or otherwise transferred by it except (i) outside the United States
in an offshore transaction pursuant to Rule 903 or Rule 904 of
Regulation S, (ii) in the United States to a person whom the seller
reasonably believes is a QIB and to whom notice is given that the
offer, sale or transfer is being made in reliance on Rule 144A
under the Securities Act, (iii) pursuant to Rule 144 under the
Securities Act (if available), (iv) to the Company, (v) pursuant to
an effective registration statement under the Securities Act or
(vi) pursuant to another available exemption, if any, from
registration under the Securities Act, in each case in compliance
with all applicable laws;
(ii) the Company may be a passive foreign investment company
("PFIC") for US federal income tax purposes, and it could be a PFIC
in future years; if the Company is a PFIC, then US taxable
investors may be subject to adverse US tax consequences in respect
of their investment in the Company's shares; if the Company is a
PFIC, US investors may be able to mitigate these adverse US tax
consequences by making certain elections for US tax purposes;
(jj) 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
(kk) 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.
8.2 The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to each Bank for
itself and on behalf of the Company and are irrevocable.
8.3 The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor
J.P. Morgan Cazenove nor Numis will be responsible, and the 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 UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company, J.P. Morgan Cazenove and Numis in the event
that any of the Company and/or J.P. Morgan Cazenove and/or Numis
has incurred any such liability to UK stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own
advice and notify the relevant Bank accordingly.
8.4 The Company, J.P. Morgan Cazenove and Numis are not liable
to bear any stamp duty, stamp duty reserve tax, or other stamp,
issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest or penalties) that arise on
a sale of Placing Shares subsequent to their acquisition by
Placees.
8.5 In addition, Placees should note that they will be liable
for any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the subscription by them of any Placing Shares or the agreement by
them to acquire any Placing Shares.
8.6 Each Placee, and any person acting on behalf of the Placee,
acknowledges and agrees that neither Bank owes any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
8.7 Each Placee and any person acting on behalf of each Placee,
acknowledges and agrees that Numis or any of its affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
8.8 When a Placee or person acting on behalf of the Placee is
dealing with either Bank, any money held in an account with either
Bank on behalf of the Placee and/or any person acting on behalf of
the Placee will not be treated as client money within the meaning
of the rules and regulations of the FCA made under FSMA. The Placee
acknowledges and agrees 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 relevant Bank's money in
accordance with the client money rules and will be used by the
relevant Bank in the course of its own business; and the Placee
will rank only as a general creditor of the relevant Bank (as
applicable).
8.9 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
8.10 Neither the content of the Company's website nor any
website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this Announcement.
8.11 All times and dates in this Announcement may be subject to
amendment. Numis shall notify the Placees and any person acting on
behalf of a Placee of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Acquisitions" - the Company's purchase of the Charles Wells
Brewing and Beer Business and seven Destination and Premium
pubs
"Acquisition Announcement" - the announcement issued by the
Company on 18 May 2017 in connection with the Company's purchase of
the Charles Wells Brewing and Beer Business
"Admission" - admission of the Placing Shares to the Official
List of the FCA and to trading on the London Stock Exchange's main
market
"Announcement" - this announcement (including the Appendix to
this announcement)
"Company" - Marston's PLC
"CREST" - the relevant system (as defined in the Uncertificated
Securities Regulations 2001) for the paperless settlement of trades
and the holding of uncertificated securities operated by Euroclear
UK & Ireland Limited
"Enlarged Group" - the Group as enlarged by the Charles Wells
Brewing and Beer Business
"FCA" - the Financial Conduct Authority
"FSMA" - the Financial Services and Markets Act of 2000 (as
amended)
"Group" - the Company and its subsidiary undertakings prior to
completion of the Acquisitions
"J.P. Morgan Cazenove" - J.P. Morgan Securities PLC
"London Stock Exchange" - London Stock Exchange PLC
"Numis" - Numis Securities Limited
"Ordinary Shares" - ordinary shares of 7.375 pence each in the
capital of the Company
"PFIC" - passive foreign investment company for US federal
income tax purposes
"Placing" - the conditional placing of the Placing Shares at the
Placing Price by the Banks as agents for and on behalf of the
Company pursuant to the terms of the Placing Agreement
"Placing Agreement" - the agreement dated 18 May 2017 between
the Company, J.P. Morgan Cazenove and Numis relating to the
Placing
"Placing Price" - has the meaning given in paragraph 3.4 of this
Appendix
"Placing Shares" - has the meaning given in the Announcement
"Prospectus Directive" - the Directive of the European
Parliament and of the Council of the European Union 2003/71/EC, as
amended
"Securities Act" - the United States Securities Act of 1933, as
amended
"UK" or "United Kingdom" - the United Kingdom of Great Britain
and Northern Ireland
"United States" or "US" - United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia and all other areas subject to
its jurisdiction
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEEAXSXFLNXEFF
(END) Dow Jones Newswires
May 18, 2017 02:02 ET (06:02 GMT)
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