TIDMMBH
RNS Number : 2891Q
Michelmersh Brick Holdings PLC
18 February 2019
18 February 2019
Michelmersh Brick Holdings Plc
(the "Company" or "Michelmersh" or the "Group")
Acquisition of Floren & Cie
Proposed Placing of new Ordinary Shares to raise GBP5.0
million
Michelmersh, the specialist brick manufacturer, is pleased to
announce that it has acquired the entire issued share capital of
Floren & Cie ("Floren"), an established, profitable clay brick
manufacturing business, for a maximum consideration of EUR 9.9
million (the "Acquisition"). The Acquisition is expected to be
immediately earnings enhancing for the Group.
Floren has been operating out of Sint Lenaarts (Brecht) nr.
Antwerp, Belgium, since 1896. In 2018, Floren manufactured 19.5
million premium wirecut bricks, which were predominantly sold
within the Belgian and UK markets, generating unaudited revenues of
EUR 5.7 million and EBITDA of EUR 1.75 million. The strategic
acquisition will enhance Michelmersh's product portfolio,
significantly increase the Group's overall output and provide a
foothold in new European markets.
The Company also today announces that it is seeking to raise up
to GBP5.0 million through a placing (the "Placing") of new ordinary
shares in the capital of the Company (the "Placing Shares"),
pursuant to the terms and conditions set out in the Appendix below.
Completion of the Acquisition is not conditional on the
Placing.
Acquisition Highlights:
-- Floren is being acquired for a maximum total consideration of
EUR 9.9 million (GBP8.7 million), with EUR 9.4 million paid on
completion and a deferred consideration of 400,000 Michelmersh
ordinary shares (with a value no greater than EUR 500,000) in 24
months if certain EBITDA targets are met.
-- The Acquisition price is sub 6 times EBITDA.
-- The Acquisition is to be funded from the existing debt
facilities available to the Group and the Placing.
-- Floren generated unaudited revenues of EUR 5.7 million and
EBITDA of EUR 1.75 million for the financial year ended 31 December
2018. Floren had unaudited net assets as at 31 December 2018 of EUR
4.17 million.
-- Michelmersh believes there is potential to increase the
current Floren output of 19.5 million bricks per annum with future
capital investment.
-- As part of the Acquisition, Michelmersh is acquiring 120
acres of land, of which 60 acres is utilised by plant
operations.
-- Michelmersh has undertaken a valuation exercise on the land
owned by Floren, which indicated a potential value of up to EUR 9
million. The Directors believe Floren has clay reserves that will
support production on site for up to 25 years.
-- The Acquisition will enhance Michelmersh's UK product
portfolio and increase the Group's scale while also providing
access to new European markets.
-- The vendors of Floren will remain within the business for 24
months to oversee operations and support the integration into the
Group.
The Board considers Floren to be an excellent strategic asset
which gives Michelmersh access to the wider Benelux and German
markets and adds significant value to the Group. The Acquisition is
also in line with the Company's premium centric market strategy,
given Floren's high quality product range and desirable aesthetics
it is able to help building designers and architects create.
The Group welcomes the Floren team to the business and looks
forward to building on the significant success already achieved by
its dedicated team in Antwerp.
The Placing
Michelmersh is proposing to raise GBP5.0 million (before
expenses) through a placing of 5,555,556 Placing Shares to
institutional investors at a price of 90 pence per Ordinary Share
(the "Placing Price"). The Directors believe it is appropriate to
part fund the Acquisition via the Placing in order to maintain a
sensible leverage level for the enlarged Group. The Placing also
enables the Group to expand its shareholder base, helping to
increase liquidity and meet investor demand. The Placing has been
undertaken within the Company's existing share authorities granted
at the 2018 Annual General Meeting.
The Placing will be conducted by way of an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this Announcement in accordance with the
terms and conditions set out in the Appendix. The Placing Shares
are not being made available to the public.
The Placing Shares will represent approximately 6.4 per cent. of
the existing issued share capital of the Company and the Placing
Price represents a discount of approximately 0.6 per cent. to the
closing mid-market price of 90.5 pence per Ordinary Share on 15
February 2019, being the latest practicable date prior to the
publication of this Announcement.
It is envisaged that the Bookbuild will be closed no later than
4.30 p.m. GMT, 18 February 2019. The Placing is not being
underwritten.
The Placing Shares will, when issued, rank pari passu in all
respects with the existing ordinary shares. Application will be
made for the Placing Shares to be admitted to trading on AIM on 18
February 2019 and admission is expected to take place on or around
22 February 2019. Completion of the Placing is conditional on,
inter alia, admission of the Placing Shares.
Total Voting Rights
Following the issue of the Placing Shares, the Company's issued
share capital consists of 92,041,669 Ordinary Shares, with voting
rights. This figure may be used by shareholders of the Company as
the denominator for the calculation by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
Enquiries:
Michelmersh Brick Holdings Plc
Frank Hanna, Joint CEO
Stephen Morgan, Finance Director 07384 259407
Canaccord Genuity Limited (NOMAD
and Broker)
Bobbie Hilliam 020 7523
Georgina McCooke 8150
Yellow Jersey PR
07747 788
Charles Goodwin 221
Annabel Atkins 07983 557851
Harriet Jackson
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this Announcement via Regulatory Information
Service, this inside information is now considered to be in the
public domain.
About Michelmersh Brick Holdings PLC:
Michelmersh Brick Holdings PLC is a business with six market
leading brands: Blockleys, Carlton, Charnwood, Freshfield Lane,
Michelmersh and Hathern Terra Cotta. These divisions operate within
a fully integrated business combining the manufacture of clay
bricks, tiles and pavers. The Group also includes a landfill
operator, New Acres Limited, and seeks to develop future landfill
and development opportunities on ancillary land assets.
Established in 1997 the Company has grown through acquisition
and organic growth into a profitable and asset rich business,
producing over 100 million clay bricks, tiles and pavers per annum.
Michelmersh currently owns most of the UK's premium manufacturing
brands and is a leading specification brick and clay paving
manufacturer.
Michelmersh strives to be a well invested, long term,
sustainable, environmentally responsible business. Opportunity,
training and security for all employees, whilst meeting the needs
of stakeholders are at the forefront of everything we do. We aim to
lead the way in producing some of Britain's premium clay products
and enhancing our environment by adding value to the architectural
landscape for generations to come.
We are Michelmersh Brick Holdings PLC: we are "Britain's Brick
Specialist".
Please visit the Group's websites at: www.mbhplc.co.uk and
www.bimbricks.com
Appendix
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY
CANACCORD GENUITY LIMITED ("CANACCORD GENUITY" AND THE "PLACING
AGENT") WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF
THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS DOCUMENT AND THE TERMS AND CONDITIONS SET
OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS.
THE ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE
"PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN
THE EUROPEAN UNION, OTHER THAN TO "QUALIFIED INVESTORS" AS DEFINED
IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS
DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY
THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") OR ENTITIES WHICH ARE
NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN
SECURITIES.
The Placing Shares 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,
sold, resold or delivered, directly or indirectly, in or into the
United States absent registration except pursuant to an exemption
from or in a transaction not subject to the registration
requirements of the Securities Act. No public offering of the
Placing Shares is being made in the United States. The Placing (as
defined below) is being made outside the United States in offshore
transactions (as defined in Regulation S under the Securities Act
("Regulation S")) meeting the requirements of Regulation S under
the Securities Act and may be made within the United States to
institutional investors who are qualified institutional buyers
within the meaning of Rule 144A under the Securities Act ("QIBs"),
and also QPs (as defined below) in transactions that are exempt
from, or not subject to, the registration requirements under the
Securities Act. Persons receiving this document (including
custodians, nominees and trustees) must not forward, distribute,
mail or otherwise transmit it in or into the United States or use
the United States mails, directly or indirectly, in connection with
the Placing.
This document does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction including, without limitation, the United States,
Canada, Australia, Japan or any other jurisdiction in which such
offer or solicitation is or may be unlawful (a "Prohibited
Jurisdiction"). This document and the information contained herein
are not for publication or distribution, directly or indirectly, to
persons in a Prohibited Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
The distribution of this document, the Placing and/or issue of
the Placing Shares in certain jurisdictions may be restricted by
law and/or regulation. No action has been taken by the Company,
Canaccord Genuity or any of their respective Affiliates (as defined
below) that would permit an offer of the Placing Shares or
possession or distribution of this document or any other publicity
material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons receiving this
document are required to inform themselves about and to observe any
such restrictions.
Canaccord Genuity Limited, which is authorized and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
for Michelmersh Brick Holdings plc and for no one else in
connection with the Placing and will not be responsible to anyone
other than Michelmersh Brick Holdings plc for providing the
protections afforded to clients of Canaccord Genuity Limited or for
affording advice in relation to the Placing, or any other matters
referred to herein.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral offer to take up Placing Shares is deemed to have
read and understood this document in its entirety and to be
providing the representations, warranties, undertakings, agreements
and acknowledgements contained herein.
Details of the Placing Agreement and the Placing Shares
The Company has entered into a placing agreement (the "Placing
Agreement") with Canaccord Genuity, under which Canaccord Genuity
has, subject to the terms set out therein, agreed to use reasonable
endeavours, as agents of the Company, to procure Placees for the
Placing Shares (the "Placing").
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with each other.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for listing and admission to trading
Application will be made to the London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing
Shares on the AIM market of the London Stock Exchange
("Admission"). It is expected that Admission will become effective
and that dealings will commence on 22 February 2019, and in any
event no later than 8 March 2019.
Bookbuild
Commencing today, Canaccord Genuity will be conducting an
accelerated bookbuilding process (the "Bookbuilding Process") to
determine demand for participation in the Placing by Placees. This
document gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
Participation in, and principal terms of, the Bookbuilding
Process
Each of Canaccord Genuity and its respective Affiliates is
entitled to participate as a Placee in the Bookbuilding
Process.
The Placing Price shall be payable to Canaccord Genuity by all
Placees.
The Bookbuilding Process is expected to close not later than
4.30pm London time on 18 February 2019, but may be closed earlier
at the sole discretion of Canaccord Genuity. A further announcement
will be made following the close of the Bookbuilding Process
confirming the results of the Placing and the Placing Price (the
"Result of Placing Announcement"). Canaccord Genuity may, in its
sole discretion, accept bids that are received after the
Bookbuilding Process has closed.
A bid in the Bookbuilding Process will be made on the terms and
conditions in this document and will not be capable of variation or
revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to the usual sales contact
at Canaccord Genuity. If successful, Canaccord Genuity will
re-contact and confirm orally to Placees following the close of the
Bookbuilding Process and the size of their respective allocations
and a trade confirmation will be dispatched as soon as possible
thereafter. Canaccord Genuity's oral confirmation of the size of
allocations and each Placee's oral commitments to accept the same
will constitute a legally binding agreement pursuant to which each
such Placee will be required to accept the number of Placing Shares
allocated to the Placee at the Placing Price set out in the Result
of Placing Announcement and otherwise on the terms and subject to
the conditions set out herein.
Canaccord Genuity reserves the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. Canaccord Genuity also reserves
the right not to accept offers to subscribe for Placing Shares or
to accept such offers in part rather than in whole. The acceptance
of offers shall be at the absolute discretion of Canaccord Genuity.
Canaccord Genuity shall be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as it shall in its
sole discretion determine. To the fullest extent permissible by
law, neither Canaccord Genuity, any holding company thereof, nor
any subsidiary, branch or affiliate of Canaccord Genuity (each an
"Affiliate") nor any person acting on their behalf shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Canaccord
Genuity, nor any Affiliate thereof nor any person acting on their
behalf shall have any liability in respect of its conduct of the
Bookbuilding Process or of such alternative method of effecting the
Placing as it may determine.
Each Placee's obligations will be owed to the Company and to
Canaccord Genuity. Following the oral confirmation referred to
above, each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Canaccord Genuity, to
pay to Canaccord Genuity (or as Canaccord Genuity may direct) in
cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares such Placee has agreed to acquire.
The Company shall allot such Placing Shares to each Placee
following each Placee's payment to Canaccord Genuity of such
amount.
All obligations of Canaccord Genuity under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of 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.
The obligations of Canaccord Genuity under the Placing Agreement
are conditional, inter alia, on admission occurring by no later
than 8.00 a.m. on 22 February 2019 (or such later date as may be
agreed between the Company and Canaccord Genuity, not being later
than 8 March 2019.
If (a) the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by Canaccord Genuity),
or (b) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and each Placee's rights
and obligations hereunder shall cease and determine at such time
and no claim may be made by a Placee in respect thereof. Canaccord
Genuity shall not have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Right to terminate under
the Placing Agreement" below, and will not be capable of rescission
or termination by the Placee.
Right to terminate under the Placing Agreement
Canaccord Genuity may, at any time before Admission, terminate
the Placing Agreement by giving notice to the Company if:
a) in the opinion of Canaccord Genuity, the Warranties are not
true and accurate or have become misleading (or would not be true
and accurate or would be misleading if they were repeated at any
time before Admission) by reference to the facts subsisting at the
time when the notice referred to above is given; or
b) in the opinion of Canaccord Genuity, the Company fails to
comply with any of its obligations under the Placing Agreement;
or
c) in the opinion of Canaccord Genuity, there has been a
material adverse change in the financial position or prospects of
the Company; or
d) in the absolute discretion of Canaccord Genuity, there has
been a change in national or international financial, political,
economic or stock market conditions (primary or secondary); an
incident of terrorism, outbreak or escalation of hostilities, war,
declaration of material law or any other calamity or crisis; a
suspension or material limitation in trading of securities
generally on any stock exchange; any change in currency exchange
rates or exchange controls or a disruption of settlement systems or
a material disruption in commercial banking as would be likely to
prejudice the success of the Placing.
By participating in the Placing, each Placee agrees with
Canaccord Genuity that the exercise by Canaccord Genuity of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of Canaccord
Genuity and that Canaccord Genuity need not make any reference to
the Placee in this regard and that, to the fullest extent permitted
by law, Canaccord Genuity shall not have any liability whatsoever
to the Placee in connection with any such exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and Placees' commitments will be made
solely on the basis of the information contained in this document
and any information previously published by or on behalf of the
Company by notification to a Regulatory Information Service (as
defined in the AIM Rules for Companies of the London Stock
Exchange). Each Placee, by accepting a participation in the
Placing, agrees that the content of this document is exclusively
the responsibility of the Company and confirms to Canaccord Genuity
and the Company that it has neither received nor relied on any
information, representation, warranty or statement made by or on
behalf of Canaccord Genuity (other than the amount of the relevant
Placing participation in the oral confirmation given to Placees and
the trade confirmation referred to below), any of its Affiliates,
any persons acting on its behalf or the Company and neither
Canaccord Genuity nor any of its Affiliates, nor any persons acting
on its behalf, nor the Company will be liable for the decision of
any Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
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 to and agrees with Canaccord
Genuity for itself and as agent for the Company that, except in
relation to the information contained in this document, it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
GB00B013H060) following Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions.
Canaccord Genuity reserves the right to require settlement for and
delivery of the Placing Shares to Placees by such other means that
it deems necessary, if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in
this document or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to Canaccord Genuity and settlement instructions. Placees should
settle against CREST ID: 288. It is expected that such trade
confirmation will be despatched on 18 February 2019 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 which it has in place with Canaccord
Genuity.
It is expected that settlement will be on 22 February 2019 on a
T+3 basis in accordance with the instructions set out in the trade
confirmation.
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 2 percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, Canaccord Genuity may sell any or all of the
Placing Shares allocated to the Placee on such Placee's behalf and
retain from the proceeds, for its own account and profit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The Placee will, however, remain liable for any shortfall
below the aggregate amount owed by such Placee and it may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest 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, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to PTM levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Canaccord Genuity nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
Representations and Warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
document in its entirety and acknowledges that its participation in
the Placing will be governed by the terms of this document;
2. acknowledges that no prospectus or offering document has been
prepared in connection with the placing of the Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, Canaccord Genuity, their respective Affiliates
and any person acting on its behalf 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, acknowledgements, agreements and
undertakings in this document and further agrees that the
provisions of this document shall survive after completion of the
Placing;
4. acknowledges that the new Placing Shares of the Company will
be admitted to the AIM 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 (collectively, the "Exchange
Information") and that the Placee is able to obtain or access the
Exchange Information without undue difficulty;
5. acknowledges that neither Canaccord Genuity, nor any of their
respective Affiliates nor any person acting on their behalf has
provided, and will not provide it with any material or information
regarding the Placing Shares or the Company; nor has it requested
Canaccord Genuity, any of its Affiliates or any person acting on
its behalf to provide it with any such material or information;
6. acknowledges that the content of this document is exclusively
the responsibility of the Company and the persons stated therein as
accepting responsibility for the Prospectus and that neither
Canaccord Genuity, nor any of their respective Affiliates nor any
person acting on their behalf will be responsible for or shall have
any liability for any information, representation or statement
relating to the Company contained in this document or any
information previously published by or on behalf of the Company and
neither Canaccord Genuity, nor any of their respective Affiliates
nor any person acting on its behalf will be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this document or
otherwise. Each Placee further represents, warrants and agrees that
the only information on which it is entitled to rely and on which
such Placee has relied in committing to subscribe for the Placing
Shares is contained in this document and any Exchange Information,
such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares, and that it
has relied on its own investigation with respect to the Placing
Shares and the Company in connection with its decision to subscribe
for the Placing Shares and acknowledges that it is not relying on
any investigation that Canaccord Genuity, any of its Affiliates or
any person acting on their behalf may have conducted with respect
to the Placing Shares or the Company and none of such persons has
made any representations to it, express or implied,
with respect thereto;
7. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by Canaccord Genuity, its Affiliates or any person acting on its or
any of its Affiliates' behalf and understands that (i) none of
Canaccord Genuity, any of its Affiliates nor any person acting on
its behalf has or shall have any liability for public information
or any representation; (ii) none of Canaccord Genuity, any of its
Affiliates nor any person acting on its 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 Canaccord Genuity, any of its Affiliates nor any person
acting on its 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
document or otherwise;
8. represents and warrants that (i) it is entitled to acquire
the Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities which may be required
thereunder and complied with all necessary formalities; (iii) it
has all necessary capacity to commit to participation in the
Placing and to perform its obligations in relation thereto and will
honour such obligations; (iv) it has paid any issue, transfer or
other taxes due in connection with its participation in any
territory and (v) it has not taken any action which will or may
result in the Company, Canaccord Genuity, any of its Affiliates or
any person acting on its behalf being in breach of the legal and/or
regulatory requirements of any territory in connection with the
Placing;
9. represents and warrants that the issue to the Placee, or the
person specified by the Placee 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 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 system;
10. represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States (as defined below) and that the
Company has not been registered as an "investment company" under
the United States Investment Company Act of 1940, as amended;
11. represents and warrants that unless it is "US Person"
(within the meaning of Regulation S) that is a "qualified
institutional buyer" (as defined in Rule 144A of the Securities
Act) in the United States to which the Placing Shares will be
offered on a private placement basis, it is, or at the time the
Placing Shares are acquired, it will be, (a) the beneficial owner
of such Placing Shares and is neither a person located in the
United States of America, its territories or possessions, any state
of the United States or the District of Columbia (the "United
States") nor on behalf of a person in the United States, (b)
acquiring the Placing Shares in an offshore transaction (as defined
in Regulation S under the Securities Act) and (c) will not offer or
sell, directly or indirectly, any of the Placing Shares in the
United States except in accordance with Regulation S or pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
12. represents and warrants 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 "qualified investors" as
defined in Article 2.1(e) of the Prospectus Directive;
13. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA;
14. represents and warrants that it has complied 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;
15. represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Criminal Justice Act 1993, the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Anti-terrorism Crime
and Security Act 2001 and the Money Laundering Regulations (2017)
(the "Regulations") and, if it is 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;
16. represents and warrants that it is (a) a person falling
within Article 19(5) of the FPO or (b) a person falling within
Article 49(2)(a) to (d) of the FPO 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;
17. represents and warrants that it is a qualified investor as
defined in section 86(7) of FSMA, being a person falling within
Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;
18. undertakes that it (and any person acting on its behalf)
will pay for the Placing Shares acquired by it in accordance with
this document 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
Canaccord Genuity may, in its absolute discretions, determine and
it will 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 or penalties due pursuant to the terms
set out or referred to in this document) which may arise upon the
sale of such Placee's Placing Shares on its behalf;
19. acknowledges that none of Canaccord Genuity, any of its
Affiliates nor any person acting on its behalf is making any
recommendations to it or advising it regarding the suitability or
merits of any transaction it may enter into in connection with the
Placing, and acknowledges that neither Canaccord Genuity, any of
its Affiliates nor any person acting on its behalf has any duties
or responsibilities to it for providing advice in relation to the
Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of Canaccord Genuity's
rights and obligations thereunder, including any right to waive or
vary any condition or exercise any termination right contained
therein;
20. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither
Canaccord Genuity nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement and (iii) the Placee and any
person acting on its behalf agrees to acquire the Placing Shares on
the basis that the Placing Shares will be allotted to the CREST
stock account of Canaccord Genuity which will hold them as
settlement agent as nominee for the Placees 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;
21. acknowledges that any agreements entered into by it pursuant
to these terms and conditions shall be governed by and construed in
accordance with the laws of England 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;
22. acknowledges that it irrevocably appoints any director of
Canaccord Genuity 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;
23. represents and warrants that it is not a resident of any
Prohibited Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
cleared in respect of the Placing Shares under the securities
legislation of any Prohibited Jurisdictions and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Prohibited Jurisdiction;
24. represents and warrants that any person who confirms to
Canaccord Genuity on behalf of a Placee an agreement to subscribe
for Placing Shares and/or who authorises Canaccord Genuity to
notify the Placee's name to the Company's registrar, has authority
to do so on behalf of the Placee;
25. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes 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. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Canaccord Genuity will
be responsible. If this is the case, the Placee should take its own
advice and notify Canaccord Genuity accordingly;
26. acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this
document;
27. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with Canaccord Genuity any money
held in an account with Canaccord Genuity 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 relevant rules
and regulations of the FCA. 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 Canaccord Genuity money in accordance with the client money
rules and will be used by Canaccord Genuity in the course of its
business; and the Placee will rank only as a general creditor of
Canaccord Genuity (as the case may be);
28. acknowledges and understands that the Company, Canaccord
Genuity, and others will rely upon the truth and accuracy of the
foregoing representations, warranties, agreements, undertakings and
acknowledgements;
29. acknowledges that until 40 days after the later of the
commencement of the Placing and the closing date, an offer or sale
of Placing Shares within the United States by any dealer (whether
or not participating in the Placing) may violate the registration
requirements of the Securities Act if such offer or sale is made
otherwise than in accordance with Rule 144A under the Securities
Act or pursuant to another exemption from registration under the
Securities Act to a person that is a "qualified purchaser" (as
defined in Section 2(a)(51) of the United States Investment Company
Act of 1940, as amended); and
30. acknowledges that the basis of allocation will be determined
by Canaccord Genuity (after consulting with the Company) at its
absolute discretion. The right is reserved to reject in whole or in
part and/or scale back any participation in the Placing.
Additional Representations and Warranties by US Persons
In addition to the foregoing, each Placee which is a US Person
to which the Placing Shares will be offered in transactions exempt
from, or not subject to, the registration requirements of the
Securities Act represents, warrants and agrees as follows:
31. that (a) it is qualified institutional buyer within the
meaning of Rule 144A of the Securities Act; (b) it is a "qualified
purchaser" within the meaning of Section 2(a)(51) of the United
States Investment Company Act of 1940, as amended ("QP"), and is
not (i) a broker or dealer which owns or invests less than US$25
million in securities of unaffiliated issuers; (ii) a
participant-directed employee plan or (iii) formed for the purposes
of investing in the Placing Shares or the Company; (c) it has duly
executed, or will duly execute, an investor letter in the form
provided to it by Canaccord Genuity in which it will make certain
undertakings, representations and warranties in addition to those
contained herein; and (d) it is subscribing for the Placing shares
for its own account, or for the account managed on behalf of
another QIB that is also a QP, and not with a view to any
distribution within the meaning of the Securities Act or applicable
state law except as set forth below;
32. it acknowledges and agrees that no offering circular or
prospectus will be provided in connection with the Placing Shares
and it has, or to the extent it is acquiring Placing Shares for the
account of another QIB, such other QIB (a) has, sufficient
knowledge, sophistication and experience in financial and business
matters so as to be capable of evaluating the merits and risks of
the purchase of the Placing Shares; (b) is able to bear the
economic and financial risk (including a complete loss) of such a
purchase; (c) has had sufficient time to consider and conduct its
own investigation with respect to the offer and purchase of the
Placing Shares, including the tax, legal, currency and other
economic considerations relevant to such investment and (d) will
not look to the Company, Canaccord Genuity, any of their respective
Affiliates or any person acting on their behalf for all or part of
any such loss or losses it or they may suffer;
33. it understands and agrees that (a) the Placing Shares are
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act; (b) the undersigned will not offer, sell,
transfer, pledge, hypothecate or otherwise dispose of any Placing
Shares except in an offshore transaction outside the United States
in accordance with Regulation S under the Securities Act (and not
in a prearranged transaction resulting in the sale of Placing
Shares into the United States or to a US Person) in accordance with
any other applicable laws of the United States governing the offer
and sale of such Placing Shares, and in each case it will notify
any purchaser of the Placing Shares of the resale restrictions
relating to the Placing Shares, if still applicable; (c)
understands and agrees 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 (d)
understands that the Company or registrar and transfer agent for
the Placing Shares will not be required to accept for registration
of transfer any Placing Shares except upon presentation of evidence
(including an opinion of legal counsel satisfactory to the Company)
to the Company and the transfer agent that the foregoing
restrictions on transfer have been complied with;
34. it understands and agrees that if any beneficial owner or
ordinary shares in the Company is at any time a US person and not a
QP, the Company may (i) require such beneficial owner to sell its
ordinary shares to a person who is not a US person or who is a QIB
and a QP and is qualified to purchase such shares in a transaction
exempt from registration under the Securities Act or (ii) sell such
shares on behalf of such beneficial owner at the best price
reasonably obtainable to a person who is not a US person or who is
a QIB and a QP and is qualified to purchase such shares in a
transaction exempt from registration under the Securities Act;
35. without limiting the generality of clause (c) of paragraph
32 above, it acknowledges that 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. The Company has not undertaken
an extensive PFIC analysis, however, if such analysis reveals no
significant differences between tax and book values for income and
losses, then there is a significant likelihood that the Company is
a PFIC currently and may 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. US investors may be able to mitigate these adverse US tax
consequences by making certain elections for US tax purposes;
36. it agrees that no purchaser of the Placing Shares shall
deposit the Placing Shares into any unrestricted American
Depositary Receipt facility established or maintained by a
depositary bank, unless and until such time as such Placing Shares
are not longer "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act; and
37. it acknowledges and agrees that the Company, Canaccord
Genuity, their respective Affiliates and any person acting on their
behalf will rely upon its representations, warranties,
undertakings, agreements and acknowledgments set forth herein and
in the investor letter, and agrees to notify the Company and
Canaccord Genuity promptly in writing if any of its
representations, warranties, undertakings, agreements or
acknowledgements cease to be accurate and complete.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and Canaccord Genuity (for its own benefit and, where relevant, the
benefit of its Affiliates and any person acting on its behalf) and
are irrevocable.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Canaccord Genuity
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 stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Canaccord Genuity in the event
that any of the Company and/or Canaccord Genuity has incurred any
such liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, 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 UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this document may be subject to
amendment. Canaccord Genuity shall notify the Placees and any
person acting on behalf of the Placees of any such changes.
This document has been issued by the Company and is the sole
responsibility of the Company.
The rights and remedies of Canaccord Genuity 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 or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to
Canaccord Genuity:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACQLFFSLFRIDLIA
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