TIDMPILR
RNS Number : 5957M
Pacific Industrial & Log REIT PLC
31 July 2017
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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND
IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation
596/2014.
31 July 2017
Pacific Industrial & Logistics REIT plc
(the "Company")
RESULTS OF PLACING
Pacific Industrial & Logistics REIT plc is pleased to
announce the results of the placing initially announced on 14 July
2017 (the "Placing").
-- 46,086,957 Placing Shares have been conditionally placed with
Placees at 115 pence per Placing Share to raise gross proceeds of
approximately GBP53.0 million. The Placing is not underwritten.
-- The Placing Shares represent, in aggregate, approximately
214.8 per cent. of the Ordinary Shares in issue as at 28 July 2017
(the latest practicable date prior to the release of this
announcement) and will represent approximately 67.7 per cent. of
the Enlarged Share Capital.
-- The Placing Price of 115 pence per Ordinary Share represents:
(i) a discount of approximately 2.1 per cent. to the closing price
of 117.5 pence per Ordinary Share as at 13 July 2017 (the day prior
to the initial announcement of the Placing); and (ii) a discount of
approximately 0.9 per cent. to the EPRA Net Asset Value per
Ordinary Share as at 31 March 2017 of 116.1 pence.
-- The Placing is conditional, inter alia, on the approval of
the Resolutions to be proposed in connection of the Placing at the
General Meeting of the Company to be held at 10.00 a.m. on 16
August 2017 and upon Admission of the Placing Shares to trading on
AIM. It is expected that Admission of the Placing Shares will occur
at 8.00 a.m. on 17 August 2017.
-- The net proceeds of the Placing, together with debt finance,
will be used by the Company to fund an identified pipeline of
acquisitions that meet the Company's investment objective and
investing policy.
Nigel Rich, Non-Executive Chairman of the Company,
commented:
"We firmly believe that the underlying drivers supporting
investment in the industrial and logistics real estate sector will
remain favourable moving forward. In particular the sector presents
a strong total return proposition for investors with prospects for
rental growth off affordable existing rents and acquisitions at
attractive net initial yields.
We are pleased to have secured the support of investors and look
forward to deploying the new capital in our identified
pipeline."
Further enquiries:
Pacific Industrial & Logistics
REIT Plc
Richard Moffitt
Sam Tucker +44 (0) 207 591 1600
Canaccord Genuity - Nominated
Adviser, Joint Financial
Adviser and Sole Bookrunner
Bruce Garrow / Charlie
Foster / Ben Griffiths
ECM
Antony Isaacs / Sam Lucas +44 (0)20 7523 8000
Kinmont- Joint Financial
Advisor
Mat Thackery +44 (0)20 7087 9100
Radnor Capital Partners
- Capital Advisory and
Placing Agent
Tom Durie / Joshua Cryer +44 (0)20 3897 1830
FTI - Financial PR and
IR adviser to the Company
Claire Turvey/Richard
Gotla +44 (0)20 3727 1241
EXPECTED PLACING TIMETABLE
Publication of the Circular 31 July 2017
Latest time and date 10.00 a.m. on 14 August
for receipt of Forms 2017
of Proxy
General Meeting 10.00 a.m. on 16 August
2017
Announcement of results 16 August 2017
of General Meeting
Admission of Placing 8.00 a.m. on 17 August
Shares and the LTIP Shares 2017
Expected date for CREST 17 August 2017
accounts to be credited
in relation to Placing
Shares and the LTIP Shares
Dispatch of definitive by no later 24 August
share certificates (where 2017
applicable) in relation
to Placing Shares and
the LTIP Shares
Certain of the events in the above timetable are conditional
upon, amongst other things, the approval of the Resolutions at the
General Meeting.
If any of the events contained in the timetable should change,
the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service.
A reference to a time in this announcement is to London time
unless otherwise stated.
PLACING STATISTICS
Placing Price 115 pence
Number of Placing Shares 46,086,957
Gross proceeds of the GBP53.0 million
Placing
Estimated net proceeds GBP51.1 million
of the Placing
Number of LTIP Shares 520,557
Number of Ordinary Shares
in issue as at the date
of this announcement 21,457,210
Number of Ordinary Shares
at Admission following
the issue of the Placing
Shares and the LTIP Shares* 68,064,724
Number of Warrants in
issue at Admission* 3,012,000
Placing Shares expressed 67.7 per cent.
as a percentage of the
Enlarged Share Capital*
*Assuming no Warrants are exercised before Admission.
1. Introduction
On 14 July 2017, the Company announced its intention to raise up
to GBP110 million (before fees and expenses) by means of the
Placing to fund an identified pipeline of acquisitions that meet
the Company's investment objective and investing policy.
The Company is pleased to announce that it has conditionally
placed 46,086,957 new Ordinary Shares at a price of 115 pence per
Placing Share pursuant to the Placing, raising gross proceeds of
GBP53.0 million. The new Ordinary Shares have been conditionally
placed with a combination of new and existing shareholders.
On 12 June 2017, the Company announced, inter alia, that it
would continue to review the management fee and long-term incentive
arrangements as the Company grows its institutional investor base.
As a result of this process, the Company announced the proposed
changes to the management arrangements on 14 July 2017. The changes
to the management arrangements are set out below. These changes,
which are related party transactions under the AIM Rules, are
conditional upon completion of the Placing but are not subject to
Shareholder approval.
The allotment of the Placing Shares and the LTIP Shares (which
will be issued as part of the proposed changes to the management
arrangements described below) are conditional, inter alia, upon the
Company obtaining approval of the Shareholders at the General
Meeting to grant the Directors the authority to allot such Ordinary
Shares and to disapply statutory pre-emption rights which would
otherwise apply to such allotment.
2. Background to and reasons for the Placing
The Company benefits from a highly-experienced Board and
Management Team with broad industry credentials and connections
which have been built up over several decades. In the period since
IPO, the Company has not only executed a number of successful
property investments but has established a significant pipeline of
potential transactions, all within the Company's investment
objective and investing policy. The Directors continue to target
scale, income and an attractive total return through adherence to
the Company's investing policy of acquiring smaller, single-tenant
industrial and logistics properties. The Company may invest across
the UK but focuses on the regional logistics zones in the Midlands
and South East. Following recent engagement with investors and
lending banks, the Company is now in a position to begin to move
into a more advanced execution phase on a number of properties from
within its pipeline.
The Directors believe that the Placing will have the following
principal benefits for Shareholders:
-- Provide additional capital which will enable the Company to
execute some of its pipeline of potential transactions.
-- Diversify the Company's income stream and asset base by
increasing the number of tenants and properties within the
portfolio upon the capital being deployed.
-- Enhance the Company's position as an institutionally-backed,
entrepreneurial and focused REIT.
-- Enlarge the Company, thereby spreading certain operating
costs over a larger capital base and reducing the Company's total
expense ratio, in turn contributing to the Company's
dividend-paying capacity.
-- Increase the number of Ordinary Shares in issue, which may
provide Shareholders with additional liquidity and the Company with
a more diversified Shareholder base.
3. Market overview and the Company's position, portfolio update and pipeline
3.1 Market overview and the Company's position
The Directors believe that a number of structural and commercial
factors currently support the attractive opportunity in the last
mile/regional industrial and logistics real estate sub-sectors
targeted by the Company:
-- Strong occupier demand, in particular due to growth in
e-commerce and investment by retailers in their associated supply
chain (it is estimated that for every GBP1 billion(1) of new online
retail sales, 1.125 million square feet of new distribution space
is required, with a current annual average of approximately 4.5
million square feet of incremental demand).
-- Supply of lettable space in industrial and logistics real
estate across the UK has declined, being more than one third lower
than the most recent peak of 2009.
-- The planning permission regime in the United Kingdom is not
supporting growth in supply to catch-up with increased demand in
key logistics locations.
-- With high building and land costs there is a lack of
speculative development of new premises.
-- Quality income-producing assets can be acquired at 30 to 70
per cent. of replacement cost.
-- Smaller lot size focus of less than GBP10 million and less
than 250,000 square feet avoids competition with institutional
investors for acquisitions, but tenant quality can be
maintained.
-- Acquisitions can be made in the region of 6.5 to 7.5 per
cent. Net Initial Yields, at affordable rents (in the region of
GBP4.50 to GBP5.50 per square foot), on an overall LTV of 35 to 40
per cent. with a significant margin over financing costs, thus
presenting an attractive income, capital growth and total return
proposition.
-- Despite a structural shortage of lettable space in the
subsector, it remains an active and well-traded market - 2016 saw
approximately 21.2 million square feet of space taken up in the sub
100,000 square foot bracket alone and greater than GBP3 billion of
real estate transacted.
The Directors believe the Company is the only closed-ended
quoted or listed company in the UK with this sole investment focus,
a competitive advantage which the Directors believe will increase
as the Company grows.
3.2 Portfolio Update
The Group acquired 13 assets between the IPO in April 2016 and
period ended 31 March 2017, at which time the tenanted portfolio
comprised the properties in the table below. These have proven to
be sound investments, with a good geographical spread and a diverse
tenant base. The portfolio also presents a variety of asset
management opportunities, which have the potential to provide both
income growth and capital appreciation.
The average size of the properties in the portfolio at 31 March
2017 was 48,514 square feet. The WAULT at the same date was 4.4
years.
Portfolio as at 31 March 2017
Tenant Location Month Acquisition Net book Size (sq
of acquisition cost value ft)
(GBPm)(2) (GBPm)
Price's Patent April
Candles Ltd Bedford 2016 2.20 2.38 44,338
Jas Bowman April
& Sons Bedford 2016 2.68 3.15 39,306
The BSS Group April
Ltd Northampton 2016 0.75 0.76 13,633
ACO Technologies April
Plc Bedford 2016 1.68 2.45 38,716
Blackburns April
Metals Ltd Bedford 2016 1.25 1.75 24,008
Ball and Young April
Ltd Bedford 2016 1.10 1.57 22,672
Ideal Industries April
Ltd Bedford 2016 2.85 2.30 42,320
The BSS Group April
Ltd Bedford 2016 2.30 4.90 59,607
Marshall Thermo April
King Ltd Dunstable 2016 0.60 0.75 9,452
Winit (UK) April
Ltd Bardon 2016 6.00 6.08 73,466
April
Void(3) Bedford 2016 1.39 1.55 21,140
Professional
Fulfilment April
Services Ltd Bedford 2016 1.39 1.55 21,165
April
Arqadia Ltd Bedford 2016 2.81 3.13 42,707
Tangerine Confectionery January
Ltd Chesterfield 2017 4.66 5.00 108,194
PUMA United March
Kingdom Ltd Leeds 2017 6.05 6.10 62,117
Total at 31
March 2017 37.71 43.42 622,841
CBRE independently valued the portfolio as at 31 March 2017 in
accordance with the RICS Valuation - Professional Standards. The
portfolio's market value at 31 March 2017 was GBP43.4 million,
compared with the assets' combined purchase price of GBP39.5
million, including purchaser costs. This represents an increase of
GBP3.9 million or 9.8 per cent., on the aggregate purchase price.
The portfolio valuation uplift was driven largely by successful
asset management initiatives which were largely undertaken on the
Initial Portfolio, given the limited hold period of the
Chesterfield and Leeds assets prior to the year end. The Initial
Portfolio's rent was uplifted by 8.6 per cent. during the period
whilst its valuation increased by over 17 per cent.
3.3 Pipeline(4)
The Company is currently engaged in negotiations on potential
acquisitions that meet its investment objective and investing
policy.
Within the opportunities currently being considered, the Company
has commenced negotiations on a number of portfolios of
well-located regional logistics assets that are available to
acquire in separate off market transactions.
Portfolio Description Value
1. 9 assets. Capital value GBP45.5 million at
of GBP61 per square 7.3 per cent. NIY
foot. WAULT of 2.7
years. Low average
rents of GBP4.80 per
square foot.
2. 6 assets. Capital value GBP31 million at 7.0
of GBP79 per square per cent. NIY
foot. WAULT of 5.8
years. Low average
warehouse rents of
GBP4.35 per square
foot.
The aggregate gross acquisition cost of these portfolios is
approximately GBP81.6 million, which reflects a blended Net Initial
Yield of 7.2 per cent. The Directors believe there is significant
potential to grow rents and lengthen leases over the medium term.
These portfolios have strong existing tenant bases, are fully
occupied, have a WAULT of 3.9 years and offer attractive
reversionary potential.
The Company expects to deploy the net proceeds of the Placing
within three months of Admission. The acquisition of any potential
investments by the Company is subject to, among other things,
completion of the Placing, completion of satisfactory due
diligence, successful negotiation of terms with vendors and the
approval of the Directors. There can be no guarantee that any of
the potential investments will be completed.
In addition, the Company has also identified a number of other
portfolios of well-located regional logistics assets that are
available to acquire in separate off market transactions that meet
its investment objective and investing policy, including:
Portfolio Description Value
3. 12 assets. Low capital GBP83 million at 7.2
value of GBP71 per per cent. NIY
square foot. WAULT
of 7.1 years. Low local
rents of GBP5.46 per
square foot.
The acquisition of this portfolio (and any other further
investments) by the Company would, in addition to the matters
described above, also be subject to a future equity fundraising or
other such capital event. The Company continues to discuss
potential additional equity and debt financing for further
acquisitions.
4. Management arrangements
Introduction
The Company appointed Pacific Capital Partners Limited, a member
of the Pacific Group, as the manager of the Company at the time of
the IPO. The Manager acts as the Company's manager for the purposes
of the AIFMD and certain other ancillary services. The Manager has
delegated the day-to-day administration of the Company to PIML (an
affiliate of the Manager).
On 12 June 2017, the Company announced, inter alia, that it
would continue to review the management fee and long-term incentive
arrangements as the Company grows its institutional investor base.
As a result of this process, and subject to completion of the
Placing, the management arrangements will be amended as set out
below.
4.1 The Management Agreement
Under the current management agreement, expenses incurred by the
Manager are recharged to the Company and the Manager also receives
a management fee payable half yearly in arrears. The management fee
is not paid until Shareholders receive an annual dividend yield (by
reference to the IPO issue price) of at least 6.0 per cent.,
following which the Manager receives a percentage of the excess
annual yield as follows:
Annual dividend yield(5) Manager's share
of excess yield
From 6.0 per cent.
to 7.0 per cent. 20
From 7.0 per cent.
to 8.0 per cent. 25
Greater than 8.0
per cent. 30
Following completion of the capital raise announced on 9
November 2016, the annualised total running costs of the Company
(excluding interest, the costs of the IPO, any further
fundraisings, costs associated with acquisitions and irrecoverable
property costs) were capped at GBP535,000 for the financial period
from incorporation to 31 March 2017.
On 12 June 2017, the Company announced that, following
discussions between the Board and the Manager, the annual total
running costs of the Group (excluding finance charges, performance
fees, long-term incentive plan charges and direct property costs)
would be capped at GBP650,000 per annum until an equity fundraising
or other such capital event.
Subject to the completion of the Placing, the Company and the
Manager have agreed to a new management fee such that the cost
recharge, the excess of dividend yield management fee and the
annual total running cost cap described above are replaced with a
management fee of 0.95 per cent. per annum of the Group's EPRA NAV,
payable quarterly in arrears.
4.2 The Long Term Incentive Plan
The Board believes that the success of the Company depends, in
part, on the future performance of the Pacific Group and the
Management Team. The Directors also recognise the importance of
ensuring that the Pacific Group and the Management Team are
incentivised and identify closely with the long-term success of the
Company, in alignment with the Shareholders.
The Company has agreed, subject to completion of the Placing, to
amend the existing LTIP adopted at the time of IPO as detailed
below:
4.2.1 Existing LTIP
20.0 per cent. of the Company's total return over eight per
cent. per annum from the date of IPO to 13 July 2017 (being the day
immediately prior to the announcement of the proposed Placing) will
be crystallised and the resulting value will be paid by way of the
issue of 520,557 Ordinary Shares to Pacific Industrial LLP (an
affiliate of the Manager) (the "LTIP Shares") at Admission and will
be subject to a lock-in until the third anniversary of the IPO.
4.2.2 New LTIP
The new LTIP will have an EPRA NAV element and a share price
element and will be assessed on: (i) 30 September 2020 (the "First
Calculation Date"); and (ii) 30 September 2023 (the "Second
Calculation Date").
The EPRA NAV element will be 10 per cent. of the excess of the
EPRA NAV per Ordinary Share return(6) over an annualised 9 per
cent. hurdle(7) , multiplied by the number of Ordinary Shares in
issue at relevant calculation date. The share price element will be
10 per cent. of the excess of the share price return over an
annualised 9 per cent. hurdle(8) , multiplied by the number of
Ordinary Shares in issue at the relevant calculation date.
At the First Calculation Date, the share price element and the
EPRA NAV element hurdle shall be calculated by reference to the
Placing Price.
At the Second Calculation Date, if a payment has been made at
the First Calculation Date under either element, the hurdle for
that element at the Second Calculation Date shall be re-set to be
based on the prevailing EPRA NAV per Ordinary Share/share price as
at the First Calculation Date (as applicable). If no payment is
made under an element at the First Calculation Date, then the
hurdle for that element shall continue to be calculated by
reference to the Placing Price.
If there is a change of control, the LTIP will be assessed by
applying the relevant offer price to the EPRA NAV element and the
share price element calculations at the date of the change of
control.
The LTIP will be paid in shares or, at the Board's discretion,
cash.
If the Manager's appointment under the Management Agreement is
terminated for cause, Pacific Industrial LLP's awards under the
LTIP shall automatically lapse.
5. Borrowing and gearing policy
The Company will seek to use gearing to enhance returns over the
long-term and, in addition, will seek to fix its borrowing rates.
It is the Directors' current intention to target gearing of no more
than 40 per cent. of gross asset value on new acquisitions and to
therefore reduce the LTV ratio from the 42.4 per cent. level as at
31 March 2017.
As at 28 July 2017 (the latest practicable date prior to the
publication of this announcement), the Company had GBP32 million of
headroom under its existing debt facility and is in discussions
with a number of lenders in respect of additional facilities.
6. Details of the Placing
6.1 The Placing
46,086,957 Placing Shares have been placed with Placees at 115
pence per Ordinary Share to raise gross proceeds of approximately
GBP53.0 million. The Placing is not underwritten.
The Placing Price represents: (i) a discount of approximately
2.1 per cent. to the closing price of 117.5 pence per Ordinary
Share as at 13 July 2017 (the day prior to the announcement of the
proposed Placing on 14 July 2017); and (ii) a discount of
approximately 0.9 per cent. to the EPRA Net Asset Value per
Ordinary Share of 116.1 pence as at 31 March 2017.
The Placing is conditional, inter alia, on the approval of
Resolutions 1 and 2 at the General Meeting of the Company to be
held at 10.00 a.m. on 16 August 2017 and upon Admission of the
Placing Shares to trading on AIM. It is expected that Admission of
the Placing Shares will occur on 17 August 2017.
6.2 The Placing Agreement
Pursuant to the terms of the Placing Agreement: (i) Canaccord,
as agent for the Company, conditionally agreed to use its
reasonable endeavours to place the Placing Shares on a
non-underwritten basis at the Placing Price; and (ii) Kinmont and
Radnor conditionally agreed to use their respective reasonable
endeavours to introduce potential Placees to Canaccord.
The Placing Agreement contains certain warranties from the
Company and the Manager in favour of Canaccord, Kinmont and Radnor
in relation to, inter alia, certain matters relating to the Company
and its business. In addition, the Company and the Manager have
agreed to indemnify Canaccord, Kinmont and Radnor in relation to
certain liabilities they may incur in respect of the Placing.
Canaccord has the right to terminate the Placing Agreement in
certain circumstances prior to Admission including, without
limitation, in the event of any material breach by the Company, the
Investment Manager or PIML of their respective obligations under
the Placing Agreement, the occurrence of a force majeure event or a
material adverse change in the financial condition of the Group.
Under the terms of the Placing Agreement the Company has agreed to
pay Canaccord a corporate finance fee and commissions based on the
number of Placing Shares which are the subject of the Placing and
fees to Kinmont and Radnor.
6.3 PIML interests in the Company following completion of the Placing
Shareholders should note that, following completion of the
Placing, Pacific, Sir John Beckwith and his affiliates will be
interested in 7,643,478 Ordinary Shares (representing 11.2 per
cent. of the Enlarged Share Capital). Accordingly, the terms of the
Relationship Agreement (further details of which are set out in the
Admission Document) shall automatically cease and determine
following completion of the Placing.
7. Related party transactions
7.1 Participation in the Placing by the Directors and the Management Team
The Directors and Management Team are subscribing for Ordinary
Shares at the Placing Price pursuant to the Placing.
As at 28 July Placing Following Admission(9)
2017
Number Percentage No. of Number Percentage
of Existing of existing Placing of Ordinary of Enlarged
Ordinary Ordinary Shares Shares Share Capital
Shares Share subscribed
capital for
Nigel
Rich 75,000 0.35% 108,695 183,695 0.3%
Richard
Moffitt* 300,000 1.40% 56,521 356,521 0.5%
Mark
Johnson*(,)
** 150,000 0.70% 43,478 193,478 0.3%
Bruce
Anderson 20,000 0.09% 17,391 37,391 0.1%
Jonathan
Gray 20,000 0.09% 20,000 40,000 0.1%
Christopher
Turner* 200,000 0.93% 86,956 286,956 0.4%
*Messrs Moffitt, Johnson and Turner are members of Pacific
Industrial LLP and, accordingly, will be interested in aggregate in
a further 520,557 Ordinary Shares following the issue of the LTIP
Shares.
**Shortly after Admission, Mr. Johnson will transfer his Placing
Shares registered in his own name into an individual savings
account ('ISA') of which he is the beneficiary.
Each of the Directors and the Management Team and the principals
of Pacific have agreed, subject to certain customary exceptions,
not to sell any Shares for a period of twelve months following
Admission.
7.2 Management Agreement and LTIP
The amendments to the Management Agreement and the LTIP and the
issue of the LTIP Shares as described in paragraph 4 above are
related party transactions pursuant to the AIM Rules. The
Independent Directors consider, having consulted with the Company's
Nominated Adviser, Canaccord, that the terms of the amendments to
the Management Agreement and the LTIP are fair and reasonable
insofar as the Company's Shareholders are concerned.
7.3 M1 Agency Fees
At the point the Company acquires certain properties in the
pipeline portfolio, it will incur, on an arm's length basis,
certain commercial agency fees from M1 Agency LLP. M1 Agency LLP is
a partnership in which Richard Moffitt is a designated member. The
payment of fees by the Company to M1 Agency LLP will, at the time,
be related party transaction for the purposes of the AIM Rules.
8. Admission and dealings
Application will be made to the London Stock Exchange for the
Placing Shares and the LTIP Shares to be admitted to trading on
AIM. The Placing Shares and the LTIP Shares will rank, from
Admission, pari passu in all other respects with the Existing
Ordinary Shares and will have the right to receive all dividends
and distributions declared in respect of issued Ordinary Share
capital of the Company after Admission. It is expected that
Admission will become effective and that dealings in the Placing
Shares and the LTIP Shares will commence on 17 August 2017.
9. General Meeting
A Circular and notice convening the General Meeting, at which
the Company will seek shareholder approval to allot the shares and
dis-apply pre-emption rights in respect of the Placing, will be
posted to shareholders later today. The General Meeting is to be
held at the offices of Gowling WLG (UK) LLP, 4 More London
Riverside, London SE1 2AU at 10.00 a.m. on 16 August 2017. At the
General Meeting, the following resolutions will be proposed:
Resolutions relating to the Placing and the LTIP (Resolutions 1
and 2)
Resolutions 1 and 2 will be proposed to grant the Directors the
authority to allot the Placing Shares (which will represent
approximately 67.7 per cent. of the Enlarged Share Capital) and the
LTIP Shares (which will represent approximately 0.8 per cent. of
the Enlarged Share Capital) without first offering them to existing
Shareholders on a pre-emptive basis.
The Directors believe it would not be in the Shareholders' best
interests to incur the significant additional expense that would be
required to implement a fully pre-emptive offer of Ordinary Shares
to Shareholders. The Directors have therefore concluded that
seeking general authority from Shareholders to issue the Placing
Shares other than on a pre-emptive basis is the most flexible and
cost-effective method available to the Company.
Resolutions relating to general authority to allot Ordinary
Shares and waiver of pre-emption rights (Resolutions 3 and 4)
Resolutions 3 and 4 will, if passed, renew the authorities given
to the Directors to allot Ordinary Shares on a non-pre-emptive
basis at the time of the Company's first AGM, but reflecting the
increased number of Ordinary Shares comprised in the Enlarged Share
Capital broadly on the same terms as the equivalent resolution
passed at that time. The authority sought under these Resolutions
will expire at the earlier of the conclusion of the annual general
meeting of the Company in 2018 or 30 September 2018.
10. Intention of Directors, Management Team and PIML
The Directors and Management Team intend to vote in favour of
each of the Resolutions in respect of their aggregate beneficial
interest in respect of 765,000 Ordinary Shares, representing
approximately 3.6 per cent. of the Existing Ordinary Shares.
PIML, Sir John Beckwith and Sir John Beckwith's affiliates
intend to vote in favour of each of the Resolutions in respect of
their aggregate beneficial interest in respect of 7.45 million
Ordinary Shares, representing approximately 34.7 per cent. of the
Existing Ordinary Shares
Footnotes
(1) JP Morgan (June 2017).
(2) All excluding purchaser costs.
(3) Void from 24 March 2017.
(4) All information relating to the potential investments
described in this announcement is indicative, subject to detailed
due diligence and may subsequently change as a result.
(5) By reference to the IPO issue price.
(6) Not taking into account any accrual relating to the LTIP or
dilution arising from the issue of Ordinary Shares pursuant to the
LTIP.
(7) Hurdle adjusted for all distributions per share (including
dividends and returns of capital).
(8) Hurdle adjusted for all distributions per share (including
dividends and returns of capital).
(9) Assuming no Warrants are exercised before Admission.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
Admission the admission of the Placing Shares and, as the context requires, the LTIP
Shares to trading
on AIM becoming effective in accordance with the AIM Rules
Admission Document the admission document of the Company dated 7 April 2016 and published in
connection with
the IPO
AIFMD the Alternative Investment Fund Managers Directive (2011/61/EU), including any
implementing
regulations and national legislation implementing the AIFMD into a member
state of the EU,
as applicable
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange governing
admission to
and trading on AIM, as may be amended from time-to-time
Board the board of directors of the Company
Canaccord Canaccord Genuity Limited, the Company's nominated adviser, joint financial
adviser and sole
bookrunner
CBRE CBRE Limited, a company registered in England and Wales with company number
03536032, in its
capacity as the Company's independent valuer
certificated or in certificated form the description of a share or security which is not in uncertificated form
(that is, not in
CREST)
Company Pacific Industrial & Logistics REIT plc
CREST the relevant systems for the paperless settlement of trades in securities and
the holding
of uncertificated securities operated by Euroclear UK & Ireland Limited in
accordance with
the CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including
(i) any enactment
or subordinate legislation which amends or supersedes those regulations and
(ii) any applicable
rules made under those regulations for the time being in force
Directors the directors of the Company
Enlarged Share Capital the Ordinary Shares in issue immediately following the issue and allotment of
the Placing
Shares and the LTIP Shares at Admission (assuming no Warrants are exercised
before Admission)
EPRA Guidelines the EPRA Best Practices Recommendations Guidelines published by the European
Public Real Estate
Association, as amended from time-to-time
EPRA NAV the Company's balance sheet net asset value adjusted to meet EPRA Guidelines
by, inter alia,
excluding the impact of any fair value adjustments to debt and related
derivatives
EPRA NAV per Ordinary Share the EPRA NAV divided by the diluted number of Ordinary Shares in issue from
time-to-time
Existing Ordinary Shares the Ordinary Shares in issue as at the date of this announcement
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as may be amended from
time-to-time
General Meeting the general meeting of the Company convened for 10.00 a.m. on 16 August 2017
(or any adjournment
or postponement thereof)
Group the Company, together with its subsidiaries and subsidiary undertakings
Independent Directors Nigel Rich, Jonathan Gray and Bruce Anderson
Initial Portfolio the portfolio of 11 properties acquired by the Company on 14 April 2016 for a
purchase price
of GBP27 million
IPO the admission of the entire issued and to be issued ordinary share capital of
the Company
to trading on AIM, which took place on 13 April 2016
Kinmont Kinmont Limited, joint financial adviser to the Company
LTV the ratio of gross debt less cash, short-term deposits and liquid investments
to the aggregate
value of properties and investments
London Stock Exchange London Stock Exchange plc
LTIP the long-term incentive plan of the Company
LTIP Shares has the meaning given to it at paragraph 4.2.1
Management Agreement the amended and restated management agreement dated 31 July 2017, between the
Company and
the Manager
Management Team Richard Moffitt and Christopher Turner
Manager Pacific Capital Partners Limited, a company registered in England and Wales
with company number
02849777, the manager to the Company
Net Initial Yield or NIY annualised current passing rent less non-recoverable property expenses such as
empty rates,
divided by the property valuation plus notional purchasers' costs
Notice of General Meeting the notice of General Meeting, set out at the end of the Circular
Ordinary Shares ordinary shares of GBP0.01 each in the capital of the Company
Placee any person who has conditionally agreed to subscribe for the Placing Shares
Pacific Group Sir John Beckwith, PIL, PIML, Pacific Industrial LLP and each of their
affiliates
Pacific Industrial LLP Pacific Industrial LLP, a limited liability partnership registered in England
and Wales with
company number OC407145
PIML Pacific Investments Management Limited, a company registered in England and
Wales with company
number 01722436
PIL Pacific Investments Limited, a company registered in England and Wales with
company number
04384561
Placing the placing of the Placing Shares pursuant to the Placing Agreement
Placing Agreement the placing agreement dated 31 July 2017 between the Company (1); the Manager
(2); Canaccord
(3); Kinmont (4); Radnor (5) and PIML (6) relating to the Placing
Placing Price 115 pence per Placing Share
Placing Shares 46,086,957 new Ordinary Shares which are to be placed in accordance with the
terms of the
Placing, conditional inter alia on the passing of Resolutions 1 and 2
Professional Investor has the meaning provided in the AIFMD
Radnor Radnor Capital Partners Limited, capital advisor and agent to the Placing
Relationship Agreement the relationship agreement dated 7 April 2016 entered into between the Company
(1); PIML (2)
and finnCap Limited (3)
Resolutions the resolutions set out in the Notice of General Meeting
Shareholders holders of Ordinary Shares
Subscription Period the period beginning on the date of the Warrant Instrument and ending on 12
March 2019
Subscription Price the price of GBP0.97 per Ordinary Share at which the Subscription Rights are
exercisable during
the Subscription Period (or such adjusted price as may be determined from time
to time in
accordance with the provisions described in condition 3 of the Warrant
Instrument)
Subscription Right the right of a Warrantholder to subscribe for one new Ordinary Share at the
Subscription Price
for every Warrant of which he is the holder pursuant to the terms of the
Warrant Instrument
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK Listing Authority the FCA acting in its capacity as the competent authority for the purposes of
FSMA
Warrantholder a registered holder for the time being of Warrants
Warrant Instrument the warrant instrument executed and delivered as a deed poll by the Company on
22 March 2016
Warrants the 3,012,000 warrants, each compromising a Subscription Right in respect of
one new Ordinary
Share, constituted by the Warrant Instrument or the aggregate number for the
time being issued
and outstanding (and a reference to a Warrant is a reference to any one of the
Warrants)
WAULT the weighted average unexpired lease term remaining to first break, or expiry,
across the
portfolio weighted by contracted rental income (including rent-frees). The
calculation excludes
residential leases and properties allocated as developments
IMPORTANT NOTICE
The information contained in this announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement does not constitute an offer to sell, or the
solicitation of an offer to acquire or subscribe for, Ordinary
Shares in any jurisdiction where such offer or solicitation is
unlawful or would impose any unfulfilled registration,
qualification, publication or approval requirements on the Company
or the Manager or Canaccord or Kinmont or Radnor. The offer and
sale of Ordinary Shares has not been and will not be registered
under the applicable securities laws of Canada, Australia, Japan,
New Zealand or the Republic of South Africa. Subject to certain
exemptions, the Shares may not be offered to or sold within Canada,
Australia, Japan, New Zealand or the Republic of South Africa or to
any national, resident or citizen of Canada, Australia, Japan, New
Zealand or the Republic of South Africa.
The Ordinary Shares have not been, and will not be, registered
under the US Securities Act, or the securities laws of any other
jurisdiction of the United States. The Ordinary Shares may not be
offered or sold, directly or indirectly, in or into the United
States (except pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the US Securities
Act). No public offering of the Ordinary Shares is being made in
the United States. The Ordinary Shares are being offered and sold
only outside the United States in "offshore transactions" within
the meaning of, and in reliance on, Regulation S under the US
Securities Act.
The Ordinary Shares have not been approved or disapproved by the
United States Securities and Exchange Commission, any state
securities commission in the United States or any other regulatory
authority in the United States, nor have any of the foregoing
authorities passed on or endorsed the merits of the Placing or the
Subscription or the accuracy or adequacy of the information
contained in this announcement. Any representation to the contrary
is a criminal offence in the United States.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, Japan or the
Republic of South Africa and, subject to certain exceptions, may
not be offered or sold within Australia, Canada, Japan or the
Republic of South Africa or to any national, resident or citizen of
Australia, Canada, Japan or the Republic of South Africa.
The distribution of this announcement outside the UK may be
restricted by law. No action has been taken by the Company, the
Manager, Canaccord or Kinmont or Radnor that would permit a public
offer of Ordinary Shares in any jurisdiction outside the UK or
possession of this announcement where action for that purpose is
required. Persons outside the UK who come into possession of this
announcement should inform themselves about the distribution of
this announcement in their particular jurisdiction. Failure to
comply with those restrictions may constitute a violation of the
securities laws of such jurisdiction.
FORWARD LOOKING STATEMENTS
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "predict" or other
words of similar meaning. Examples of forward-looking statements
include, amongst others, statements regarding or which make
assumptions in respect of the planned use of the proceeds for the
Placing, the Group's liquidity position, the future performance of
the Group, future interest rates and currency controls, the Group's
future financial position, plans and objectives for future
operations and any other statements that are not historical fact.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions,
the effects of continued volatility in credit markets,
market-related risks such as changes in interest rates and foreign
exchanges rates, the policies and actions of governmental and
regulatory authorities, changes in legislation, the further
development of standards and interpretations under IFRS applicable
to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the
outcome of pending and future litigation or regulatory
investigations, the success of future acquisitions and other
strategic transactions and the impact of competition. A number of
these factors are beyond the Company's control. As a result, the
Company's actual future results may differ materially from the
plans, goals, and expectations set forth in the Company's
forward-looking statements. Any forward-looking statements made in
this announcement by or on behalf of the Company speak only as of
the date they are made. These forward looking statements reflect
the Company's judgement at the date of this announcement and are
not intended to give any assurance as to future results. Except as
required by the FCA, the London Stock Exchange, the AIM Rules or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Industry, market and other data
Information regarding markets, market size, market share, market
position, growth rates and other industry data pertaining to the
Group's business contained in this announcement consists of
estimates based on (i) data and reports compiled by professional
organisations and analysts; (ii) on data from external sources; and
(iii) on the Company's and the Management Team's knowledge of the
UK real estate market. Information regarding the macroeconomic
environment in the UK has been compiled from publicly available
sources. In many cases, there is no readily available external
information (whether from trade associations, government bodies or
other organisations) to validate market-related analyses and
estimates, requiring the Company to rely on internally developed
estimates. The Company takes responsibility for compiling,
extracting and reproducing market or other industry data from
external sources, including third parties or industry or general
publications, but neither the Company, Canaccord, Kinmont nor
Radnor has independently verified that data. The Company gives no
assurance as to the accuracy and completeness of, and takes no
further responsibility for, such data. Similarly, while the Company
believes its and the Management Team's internal estimates to be
reasonable, they have not been verified by any independent sources
and the Company cannot give any assurances as to their
accuracy.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS IN THE UNITED KINGDOM WHO: (I) ARE
PROFESSIONAL INVESTORS (AS DEFINED IN THE ALTERNATIVE INVESTMENT
FUND MANAGERS DIRECTIVE (2011/61/EU) (THE "AIFMD")); (II) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); (III) ARE "HIGH NET
WORTH COMPANIES", UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR
TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE
ORDER; OR (IV) IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE THIS
ANNOUNCEMENT TO (EACH A "RELEVANT PERSON").
NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT
YOU REPRESENT, WARRANT AND AGREE THAT YOU ARE A RELEVANT PERSON.
THIS 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 APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, CANADA, NEW
ZEALAND OR JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
(AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AN OFFER
OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA, CANADA, NEW ZEALAND OR JAPAN OR IN ANY
OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES.
EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT ITS OWN ADVISERS
AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A
SUBSCRIPTION FOR THE PLACING SHARES. THE DISTRIBUTION OF THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY
BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO
WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT,
AND OBSERVE, SUCH RESTRICTIONS.
The Placing (as defined below) is subject to the AIFMD as
implemented by Member States of the European Economic Area ("EEA").
The Placing (as defined below) is directed only at professional
investors in the United Kingdom. The Company has not registered a
passport for marketing under the passporting programme set out in
the AIFMD in any other member state (each an "Ineligible Member
State"). This Announcement, including this Appendix (together, the
"Announcement"), may not be distributed in any Ineligible Member
State and the Placing (as defined below) may not be made or
accepted in any Ineligible Member State. The attention of all
prospective investors is drawn to disclosures required to be made
under the AIFMD which are set out on the Company's website
(including as set out in its most recent annual report and
accounts).
Persons who are invited to and who choose to participate in the
Placing (as defined below), by making an oral or written offer to
subscribe for Placing Shares (as defined below), including any
individuals, funds or others on whose behalf a commitment to
subscribe for Placing Shares is given ("Placees"), will be deemed
to have read and understood this Announcement, in its entirety, and
to be making such offer on the terms and conditions, and to be
providing the representations, warranties, acknowledgements and
undertakings, contained in this Appendix. In particular each such
Placee represents, warrants and acknowledges that:
a) it is a Relevant Person (as defined above) and undertakes
that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
and
b) if it is in the UK and/or if it is a financial intermediary
(as that term is defined in EU Directive 2003/71/EC) (the
"Prospectus Directive"), that any Placing Shares subscribed for by
it in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to
their offer or resale to, persons in any member state of the EEA in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale to Professional Investors (as
defined above), or in circumstances in which the prior consent of
Canaccord Genuity Limited ("the Bookrunner") has been given to each
such proposed offer or resale.
The Bookrunner may require any Placee to agree to such further
terms and/or conditions and/or give such additional warranties
and/or representations as it (in its absolute discretion) sees
fit.
None of the Bookrunner, Radnor Capital Partners Limited, Kinmont
Limited (Radnor Capital Partners Limited and Kinmont Limited
together, the "Introducing Agents") nor any of their respective
affiliates, agents, directors, officers or employees, make any
representation to any Placees regarding an investment in the
Placing Shares.
Details of the Placing Agreement and of the Placing Shares
The Bookrunner, the Introducing Agents, Pacific Capital Partners
Limited (the "Investment Manager"), Pacific Investments Management
Limited and the Company have today entered into a placing agreement
(the "Placing Agreement") pursuant to which: (i) the Bookrunner has
agreed that it will, as agent for and on behalf of the Company, use
its reasonable endeavours to procure Placees for up to 46,086,957
new ordinary shares of GBP0.01 each in the capital of the Company
(the "Placing Shares"); and (ii) the Introducing Agents have each
agreed, severally and not jointly or jointly and severally, that
they will use their reasonable endeavours to introduce Placees to
the Bookrunner, each at a price of 115 pence per Placing Share (the
"Placing Price") (the "Placing"). None of the Bookrunner nor either
Introducing Agent shall be under any obligation to subscribe as
principal for any Placing Shares pursuant to the Placing.
The Placing is not being underwritten.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of GBP0.01 each in the capital of the Company (the "Ordinary
Shares"), including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares by reference to a record date on or after the date of
Admission (as defined below).
Applications for admission to trading
An Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for admission of the Placing Shares to
trading on the Alternative Investment Market ("AIM") ("Admission").
It is expected that Admission will become effective on or around
8.00 a.m. (London time) on 17 August 2017 and that dealings in the
Placing Shares will commence at that time.
The Placing
This Appendix gives details of the terms and conditions of, and
the mechanics for participation in, the Placing.
The Bookrunner shall be entitled to implement the Placing by
such alternative method as it may, in its absolute discretion
(following consultation with the Company), determine.
Participation in, and principal terms of, the Placing
1. The Bookrunner is acting as bookrunner and agent of the
Company in connection with the Placing. Each of the Introducing
Agents are acting as introducing agents of the Company in
connection with the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Bookrunner. The Bookrunner and the Introducing Agents and their
respective agents and affiliates are entitled, but not obliged, to
participate in the Placing as principal.
3. The Bookrunner is arranging the Placing as agent to the Company.
4. Each prospective Placee's allocation will be determined by
the Company in consultation with the Bookrunner and will be
confirmed orally by the Bookrunner (as agent for the Company) and a
trade confirmation will be despatched thereafter. This oral
confirmation to a Placee will constitute an irrevocable legally
binding commitment upon that person (who will at that point become
a Placee) in favour of the Bookrunner and the Company to subscribe
for the number of Placing Shares allocated to it at the Placing
Price on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association. All
obligations under 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". By
participating in the Placing, each Placee will agree 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.
5. Settlement for all Placing Shares to be subscribed pursuant
to the Placing will be required to be made on the basis explained
below under "Registration and settlement".
6. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
7. Canaccord Genuity Limited is authorised and regulated in the
United Kingdom by the FCA and is acting as sole bookrunner,
nominated adviser and broker to the Company in respect of the
Placing. Radnor Capital Partners Limited and Kinmont Limited are
each authorised and regulated in the United Kingdom by the FCA and
are acting as introducing agents to the Company in respect of the
Placing. Each of Canaccord Genuity Limited, Radnor Capital Partners
Limited and Kinmont Limited is acting for the Company and for
no-one else in connection with the Placing, and will not be
treating any other person as its client, in relation thereto and
will not be responsible for providing the regulatory protections
afforded to its customers nor for providing advice in connection
with the Placing or any other matters referred to herein and apart
from the responsibilities and liabilities (if any) imposed on
Canaccord Genuity Limited, Radnor Capital Partners Limited or
Kinmont Limited, as the case may be, by FSMA, any liability
therefor is expressly disclaimed. To the fullest extent permissible
by law, neither of the Bookrunner, the Introducing Agents nor any
of their respective affiliates, agents, directors, officers or
employees shall have any responsibility or liability to Placees (or
to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither of the Bookrunner, the
Introducing Agents nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability
(including to the fullest extent permissible by law, any fiduciary
duties) in respect of the conduct of the Placing or of such
alternative method of effecting the Placing as the Bookrunner and
the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Bookrunner under the Placing
Agreement are conditional, inter alia, on:
a) the passing of the resolution to be set out in a notice
convening a general meeting of the Shareholders of the Company for
on or around 16 August 2017 (or such later date as agreed between
the Company and the Bookrunner) to allot the Placing Shares for
cash on a non-pre-emptive basis without any amendment not
previously approved by the Bookrunner;
b) none of the warranties or undertakings of the Company or the
Investment Manager contained in the Placing Agreement being or
having become at any time before Admission untrue, inaccurate or
misleading and no fact or circumstance having arisen which would
constitute a breach of any warranty or undertaking given under the
Placing Agreement;
c) the Company and the Investment Manager complying with all
their respective obligations under the Placing Agreement to the
extent the same fall to be performed on or prior to Admission;
d) the Company allotting, subject only to Admission, the Placing
Shares to the Placees in accordance with the Placing Agreement;
e) no Material Adverse Event (as defined below) having occurred
since the date of the Placing Agreement; and
f) Admission taking place by not later than 8.00 a.m. (London
time) on 17 August 2017 (or such later time and/or date, being not
later than 8.00 a.m. (London time) on 31 August 2017, as the
Bookrunner and the Company may agree).
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled (or,
where permitted, waived or extended in writing by the Bookrunner)
or have become incapable of fulfilment on or before the date or
time specified for the fulfilment thereof (or such later date
and/or time as the Bookrunner may agree); or (ii) the Placing
Agreement is terminated in the circumstances specified below, the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof. Any such extension or waiver
will not affect Placees' commitments as set out in this
Announcement.
Neither the Bookrunner nor any of its affiliates, agents,
directors, officers or employees 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 Bookrunner.
Right to terminate under the Placing Agreement
At any time before Admission, the Bookrunner is entitled to
terminate the Placing Agreement by giving notice in writing to the
Company if, amongst other things: (i) the Company and/or the
Investment Manager is in breach of any of their warranties and/or
undertakings given under the Placing Agreement and/or the Company
and/or the Investment Manager is in breach of any other provision
of the Placing Agreement, in either such case which the Bookrunner
in good faith considers to be material in the context of the
Placing or Admission; (ii) there has been, occurred, happened or
come into effect any event or omission which materially (in the
opinion of Bookrunner) and adversely affects the financial position
and/or prospects of the Company and its group, or which, in the
opinion of Bookrunner, is or will be or may be prejudicial in a
material respect to the Company or to the Placing or Admission or
to the Investment Manager; (a "Material Adverse Event"); or (iii)
the Company and/or the Investment Manager has failed to comply with
its obligations under any applicable law.
By participating in the Placing, Placees agree that the exercise
by the Bookrunner of any right of termination or other discretion
under the Placing Agreement shall be within its absolute discretion
and that it does not need to make any reference to Placees and that
the Bookrunner shall not have any liability to Placees whatsoever
in connection with any such exercise or failure so to exercise.
No Prospectus or offering document
No prospectus or offering document has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing or the Placing Shares and no such
prospectus or offering document is required (in accordance with the
Prospectus Directive) to be published and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement (including this Appendix) released by the Company
today and any information publicly announced to a RIS by or on
behalf of the Company on or prior to the date of this Announcement
("Publicly Available Information") and subject to the further terms
set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, the Investment Manager, the Bookrunner, the Introducing
Agents or any other person and none of the Company, the Investment
Manager, the Bookrunner, the Introducing Agents or any of their
respective affiliates 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 or limit the
liability of any person for fraudulent misrepresentation by that
person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BYV8MN78) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. The Bookrunner 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 delivery or settlement is not possible or practicable
within the CREST system 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 contract note stating the number of Placing Shares to be
allocated to it at the Placing Price and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with the
standing CREST or certificated settlement instructions that it has
in place with the Bookrunner.
It is expected that settlement will be on 17 August 2017 on a
delivery versus payment 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 two percentage points above LIBOR as
determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner (as agent for the Company) 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 account
and benefit of the Bookrunner, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax (together with any interest or
penalties thereon) or other similar taxes imposed in any
jurisdiction which may arise upon the sale of such Placing Shares
on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties and further terms
By agreeing to acquire Placing Shares in the Placing, each
Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(as the case may be) with each of the Bookrunner (in its capacity
as a bookrunner and agent of the Company), the Introducing Agents
(in their capacity as agents to the Company) and the Company, in
each case as a fundamental term of its application for Placing
Shares, that:
a) it has read and understood this Announcement (including this
Appendix) in its entirety and that its acquisition of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
b) no offering document or prospectus has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares;
c) the Placing does not constitute a recommendation or financial
product advice and the Bookrunner has had regard to its particular
objectives, financial situation and needs;
d) it is not outside of the United Kingdom nor ordinarily
resident or incorporated outside of the United Kingdom;
e) it has neither received nor relied on any "inside
information" as defined in the EU Market Abuse Regulation
(596/2014) ("MAR") concerning the Company in accepting this
invitation to participate in the Placing;
f) it has the power and authority to carry on the activities in
which it is engaged, to subscribe and/or acquire Placing Shares and
to execute and deliver all documents necessary for such
acquisition;
g) none of the Company, the Bookrunner, the Introducing Agents
or any of their respective affiliates, agents, directors, officers
or employees or any person acting on behalf of any of them has
provided, and none of them will provide, it with any material
regarding the Placing Shares or the Company or any other person
other than this Announcement (including this Appendix), the
presentation prepared by the Company in connection with the issue
and, if it is already a shareholder in the Company, the circular
provided to the Company's existing shareholders in connection with
the placing and nor has it requested either of the Bookrunner, the
Company, the Introducing Agents or any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such information;
h) the only information on which it is entitled to rely on and
on which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information;
i) it has (i) made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and Publicly Available
Information; and (ii) it has conducted its own investigation of the
Company, the Placing and the Placing Shares, has satisfied itself
that the information is still current and has relied on that
investigation for the purposes of its decision to participate in
the Placing (such information, together with the information
contained in the Announcement (including this Appendix), the
"Information");
j) none of the Company, the Bookrunner, the Introducing Agents
or any of their respective affiliates has made any representations
to it, express or implied, with respect to the Company, the
Placing, the Placing Shares or the accuracy, completeness or
adequacy of the Information, and each of them expressly disclaims
any liability in respect thereof;
k) it will not hold the Bookrunner or any of its respective
affiliates responsible for any misstatements in or omissions from
any Information. Nothing in this paragraph or otherwise in this
Announcement (including this Appendix) excludes the liability of
any person for fraudulent misrepresentation made by that
person;
l) it and each account it represents is not, and at the time the
Placing Shares are subscribed for, neither it nor the beneficial
owner of the Placing Shares will be, a resident of Australia, the
Republic of South Africa, Canada, Japan, New Zealand or any
jurisdiction in which it would be unlawful to make or accept an
offer of the Placing Shares and acknowledges that the Placing
Shares have not been and will not be registered under the
securities legislation of Australia, the Republic of South Africa,
Canada, Japan or New Zealand and, subject to certain exceptions,
may not be offered, sold, transferred, taken up, renounced,
distributed or delivered, directly or indirectly, within or into
those jurisdictions;
m) it and each account it represents is: (A) not within the
United States and will not be within the United States at the time
that any buy order for Placing Shares is originated by it; (B)
acquiring the Placing Shares in an "offshore transaction" as
defined in Regulation S under the Securities Act; and (C) not
acquiring any of the Placing Shares as a result of any form of
"directed selling efforts" (within the meaning of Regulation S
under the Securities Act);
n) it understands, and each account it represents has been
advised that: (i) the Placing Shares have not been and will not be
registered under the Securities Act or with any regulatory
authority of any other state or other jurisdiction of the United
States; (ii) the Placing Shares are being offered and sold only:
(a) outside of the United States in accordance with Rule 903 of
Regulation S under the Securities Act; or (b) in an "offshore
transaction" within the meaning of and pursuant to Regulation S
under the Securities Act; and (iii) no representation has been made
as to the availability of any exemption under the Securities Act or
any relevant state or other jurisdiction's securities laws for the
reoffer, resale, pledge or transfer of the Placing Shares;
o) it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States, Australia, the Republic of South Africa, Canada,
Japan or New Zealand;
p) it will not offer or sell any Placing Shares to any person in
any jurisdiction in which it would be unlawful to make or accept an
offer of the Placing Shares;
q) it acknowledges that no person is authorised in connection
with the Placing to give any information or make any representation
other than as contained in this Announcement and, if given or made,
any information or representation must not be relied upon as having
been authorised by the Company or the Bookrunner;
r) the content of this Announcement is exclusively the
responsibility of the Company and that none of the Bookrunner, the
Introducing Agents or any of their respective affiliates, agents,
directors, officers or employees or 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 any
information previously or subsequently published by or on behalf of
the Company, including, without limitation, any of the Information
and will not be liable for any Placee's decision to participate in
the Placing based on any information, representation or statement
contained in this Announcement or otherwise. Each Placee further
represents, warrants and agrees that the only information on which
it is entitled to rely and on which such Placee has relied in
committing itself to subscribe for the Placing Shares is contained
in this Announcement and any information previously published by
the Company by notification to a RIS, such information being all
that it deems necessary to make an investment decision in respect
of the Placing Shares and that it has neither received nor relied
on any other information given or representations, warranties or
statements made by any of the Bookrunner, the Introducing Agents or
the Company and none of the Bookrunner, the Introducing Agents or
the Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement;
s) neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act of 1986
(depositary receipts and clearance services);
t) if in the United Kingdom, it has complied with its
obligations under MAR and, in connection with money laundering and
terrorist financing, under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act2006, the Anti-Terrorism Crime
and Security Act 2001 and the Money Laundering Regulations 2007
(together, the "Regulations") and, if making payment on behalf of a
third party, satisfactory evidence has been obtained and recorded
by it to verify the identity of the third party as required by the
Regulations;
u) it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or
the Bookrunner and/or the Introducing Agents for the performance of
all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person). Each
Placee agrees that the provisions of this paragraph shall survive
the resale of the Placing Shares by or on behalf of any person for
whom it is acting;
v) if a financial intermediary (as that term is used in Article
3(2) of the Prospectus Directive) that the Placing Shares
subscribed for by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in a member
state of the EEA other than Professional Investors, or in
circumstances in which the prior consent of the Bookrunner has been
given to the proposed offer or resale;
w) it and any person acting on its behalf falls within Article
19(5) and/or 49(2)(a) to (d) of the Order and 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;
x) it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA except
in circumstances falling within Article 3(2) of the Prospectus
Directive which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of that
Directive;
y) 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;
z) 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;
aa) to the fullest extent permitted by law, the Placee
acknowledges and agrees to the disclaimers contained in this
announcement and acknowledges and agrees to comply with the selling
restrictions set out in this announcement;
bb) if in a member state of the EEA, it is a "professional
investor" within the meaning of the AIFMD and, additionally, if in
the United Kingdom, it is a person: (i) having professional
experience in matters relating to investments and who falls within
the definition of "investment professionals" in Article 19(5) of
the Order; (ii) who is a high net worth entity falling within
Article 49 of the Order; or (iii) to whom this Announcement may
otherwise lawfully be communicated;
cc) no action has been or will be taken by either the Company,
the Bookrunner or the Introducing Agents or any person acting on
behalf of the Company or any of the Bookrunner or the Introducing
Agents that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action
for that purpose is required;
dd) it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in any of the Bookrunner, the Company or
any of their respective directors, officers, agents, employees or
advisers acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;
ee) it irrevocably appoints any director of the Company or any
director of the Bookrunner to be its agent and on its behalf
(without any obligation or duty to do so) to sign, execute and
deliver any documents and do all acts, matters and things as may be
necessary for, or incidental to, its subscription for all or any of
the Ordinary Shares for which it has given a commitment under the
Placing, in the event of its own failure to do so;
ff) it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
gg) it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the terms
and conditions of this Announcement (including this Appendix), on
the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other persons or sold as the
Bookrunner may in its absolute discretion determine and without
liability to such Placee;
hh) its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Bookrunner or the Company
may call upon it to subscribe for a lower number of Placing Shares
(if any), but in no event in aggregate more than the aforementioned
maximum;
ii) the person whom it specifies for registration as holder of
the Placing Shares will be: (i) itself; or (ii) its nominee, as the
case may be. None of the Company, the Bookrunner or the Introducing
Agents will be responsible for any liability to stamp duty or stamp
duty reserve tax or other similar taxes resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to indemnify the Company, the
Bookrunner and the Introducing Agents and their respective
affiliates, agents, directors, officers and employees in respect of
the same on an after-tax basis on the basis that the Placing Shares
will be allotted to the CREST stock account of the Bookrunner (or
either of them) who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
jj) that none of the Bookrunner, the Introducing Agents nor any
of their respective affiliates, agents, directors, officers or
employees nor any person acting on behalf of any of them, are
making any recommendations to it or, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of the Bookrunner or
the Introducing Agents and neither the Bookrunner nor the
Introducing Agents have any duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
kk) in making any decision to subscribe for the Placing Shares,
it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
confirms that it is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear,
and is able to bear, the economic risk of participating in, and is
able to sustain a complete loss in connection with, the Placing. It
further confirms that it relied on 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 not upon any view expressed or information provided by or on
behalf of any of the Bookrunner or the Introducing Agents;
ll) in connection with the Placing, the Bookrunner and any of
its affiliates acting as an investor for its own account may take
up Placing Shares in the Company and in that capacity may subscribe
for, retain, purchase or sell for its own account such Ordinary
Shares and any other securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. The
Bookrunner does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
mm) these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it 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 the Bookrunner
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;
nn) the Company, the Bookrunner, each of the Introducing Agents
and their respective affiliates and others will rely upon the truth
and accuracy of acknowledgements, representations, warranties and
agreements set forth herein and which are given to each of the
Bookrunner and the Introducing Agents on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises the Company and the Bookrunner to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein. It agrees that if any of the acknowledgements,
representations, warranties and agreements made in connection with
its subscribing for and/or acquiring of Placing Shares is no longer
accurate, it shall promptly notify the Company and the
Bookrunner;
oo) the Placee has the funds available to pay for the Placing
Shares for which it has agreed to subscribe and acknowledges and
agrees that it will make payment to the Bookrunner for the Placing
Shares allocated to it in accordance with the terms and conditions
of this Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as the Bookrunner may, in its
absolute discretion determine without liability to the Placee 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 Announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf;
pp) it will indemnify on an after-tax basis and hold the
Company, the Bookrunner and each of the Introducing Agents 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, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
qq) none of the Company, the Bookrunner or any of the
Introducing Agents owes any fiduciary or other duties to any Placee
in respect of any acknowledgements, confirmations, undertakings,
representations, warranties or indemnities in the Placing
Agreement;
rr) its acquisition of Placing Shares is in full compliance with
applicable laws and regulations;
ss) it agrees that, having had the opportunity to read this
document it shall be deemed to have had notice of all information,
undertakings, representations and warranties contained in this
document that it is acquiring Ordinary Shares solely on the basis
of this document and no other information;
tt) its name and its participation in the Placing may be
disclosed, if required by law or any applicable rules or
regulations or in such other circumstances as the Bookrunner may
consider appropriate;
uu) time is of the essence as regards its obligations under this
Appendix;
vv) any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Bookrunner;
ww) the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
xx) its commitment to take up Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the future be made to
the terms and conditions of the Placing and that Placees will have
no right to be consulted or require that their consent be obtained
with respect to the Company or the Bookrunner's conduct of the
Placing.
The foregoing acknowledgements, confirmations, undertakings,
representations and warranties are given for the benefit of the
Company, the Bookrunner and each of the Introducing Agents and are
irrevocable.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as agent) free of stamp duty and stamp duty reserve tax relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement also assumes that the
Placing Shares are not being subscribed for in connection with
arrangements to issue depositary receipts or to issue or transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which none of the Company or the
Bookrunner or any of the Introducing Agents will be responsible and
the Placees shall indemnify the Company, the Bookrunner and the
Introducing Agents on an after-tax basis for any stamp duty or
stamp duty reserve tax paid by them in respect of any such
arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify the Bookrunner accordingly.
Neither the Company, the Bookrunner nor any of the Introducing
Agents are liable to bear 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 in or outside the United
Kingdom by any Placee or any other person on a Placee's acquisition
of any Placing Shares or the agreement by a Placee to acquire any
Placing Shares. Each Placee agrees to indemnify on an after-tax
basis and hold harmless the Company, the Bookrunner and each
Introducing Agent and their respective affiliates, agents,
directors, officers and employees from any and all such stamp,
issue, securities, transfer, registration, documentary or other
duties or taxes (including interest, fines or penalties relating
thereto).
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Bookrunner or any of their
respective affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Bookrunner, any money held in an account with the
Bookrunner 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 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 such the Bookrunner's money
in accordance with the client money rules and will be used by that
the Bookrunner in the course of its own business; and the Placee
will rank only as a general creditor of the Bookrunner.
All times and dates in this Announcement may be subject to
amendment by the Bookrunner (in its absolute discretion). The
Bookrunner shall notify the Placees and any person acting on behalf
of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, the Bookrunner or its respective
affiliates, agents, directors, officers and employees pursuant to
this Announcement where the payment (or any part thereof) is
chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account
any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount)) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROIWGUQGMUPMGGG
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