TIDMRAT
RNS Number : 9030C
Rathbone Brothers PLC
23 June 2021
Wednesday 23 June, 2021
Rathbone Brothers Plc
Rathbone Brothers Plc : Issue of Equity
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
23 June 2021
Rathbone Brothers Plc
Proposed placing to raise approximately GBP50m
Rathbone Brothers Plc ("Rathbones" or the "Company") today
announces its intention to conduct a placing (the "Placing") of new
ordinary shares in the capital of the Company representing
approximately 5% of the Company's existing issued ordinary share
capital (the "Placing Shares") to institutional investors at a
placing price per Placing Share to be determined pursuant to an
accelerated book building process (the "Placing Price") to raise
gross proceeds of approximately GBP50m.
The Placing will be conducted in accordance with the terms and
conditions set out in the Appendix to this announcement, through an
accelerated bookbuild process (the "Bookbuild") which will be
launched immediately following release of this placing announcement
(the "Announcement"). RBC Europe Limited ("RBC") and Peel Hunt LLP
("Peel Hunt") are acting as Joint Bookrunners in connection with
the Placing.
The Company has separately announced today that it has reached
an agreement to acquire 100% of the issued share capital of
CastleCo Limited, the holding company of the Saunderson House group
("Saunderson House") (the "Acquisition"), with consideration
payable under the terms of the transaction to funds advised by
Epiris LLP and the management and employees of Saunderson House as
follows:
-- Total consideration of GBP150.0m[1] comprising initial
consideration of GBP135.1m (GBP130.2m cash and GBP4.9m in new
shares) and GBP14.9m deferred consideration.
-- The initial cash consideration will be funded from a
combination of internal cash resources and the proceeds of the
Placing.
-- The initial share consideration will be locked up for three
years from completion and will be subject to ongoing employment
conditions for the management and employee sellers.
-- The deferred consideration of GBP14.9m will be payable on the
first anniversary of completion. This will comprise GBP10.9m in
cash and GBP4.0m to be issued by way of new Rathbones shares.
-- Key employees will also be eligible to participate in an
employee incentive plan with a value of up to GBP7.5m based on
achieving growth and operational targets aligned to the value
creation of the transaction by the end of 2024.
The net proceeds of the Placing are intended to fund part of the
initial cash consideration payable at completion of the
Acquisition.
The Acquisition is subject to approval by the FCA and is
expected to complete during the third quarter of 2021.
Details of the Placing
The Bookbuild will open with immediate effect following release
of this Announcement, and may close at short notice. The final
number of Placing Shares, the timing of the closing of the
Bookbuild and allocations are at the discretion of Peel Hunt and
RBC.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of the Company, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
The Placing is also subject to the conditions and termination
rights set out in the placing agreement between the Company, RBC
and Peel Hunt (the "Placing Agreement"). Further details of the
Placing Agreement can be found in the terms and conditions
contained in the Appendix to this Announcement.
The Placing does not require any further Shareholder approval.
Applications will be made for the Placing Shares to be admitted to
the premium listing segment of the Official List of the FCA and to
be admitted to trading on the main market for listed securities of
the London Stock Exchange. It is expected that settlement for the
Placing Shares and Admission will take place on or before 8.00 a.m.
on 28 June 2021. The Placing is conditional, among other things,
upon Admission becoming effective and the Placing Agreement not
being terminated in accordance with its terms.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this Announcement (which
forms part of this Announcement). By choosing to participate in the
Placing and by making an oral and legally binding offer to acquire
Placing Shares, investors will be deemed to have read and
understood this Announcement in its entirety (including the
Appendix) and to be making such offer on the terms and subject to
the conditions in it, and to be providing the representations,
warranties and acknowledgements contained in the Appendix. In
particular, investors should read and understand the information
provided in the 'Important Information' section of this
Announcement.
The information contained in this announcement is inside
information as stipulated under the Market Abuse Regulation (EU)
No. 596/2014 as it forms part of domestic law in the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018. Upon
publication of this announcement, this inside information is now
considered to be in the public domain. The person responsible for
arranging this announcement on behalf of Rathbones is Ali Johnson,
Company Secretary.
Enquiries:
Rathbone Brothers Plc
Paul Stockton, Chief Executive
Jennifer Mathias, Group Finance Director +44 (0) 20 7399
Shelly Patel, Head of Investor Relations 0000
RBC Capital Markets (Financial Adviser and Joint
Corporate Broker to Rathbones)
Oliver Asplin Hearsey
Marcus Jackson
Elliot Thomas +44 (0) 20 7653
Duncan Smith 4000
Peel Hunt (Joint Corporate Broker to Rathbones)
Andrew Buchanan
Rishi Shah
John Welch +44 (0) 20 7418
Jock Maxwell Macdonald 8900
Camarco (Communications Adviser to Rathbones)
Ed Gascoigne-Pees +44 (0) 20 3757
Julia Tilley 4984
Notes to Editors:
About Rathbone Brothers Plc
Rathbones provides individual investment and wealth management
services for private clients, charities, trustees and professional
partners. We have been trusted for generations to manage and
preserve our clients' wealth. Our tradition of investing and acting
responsibly has been with us from the beginning and continues to
lead us forward. Our ambition is to be recognised as the UK's most
responsible wealth manager.
Rathbones has over 1,600 staff in 15 UK locations and Jersey;
its headquarters is 8 Finsbury Circus, London.
IMPORTANT NOTICES
Members of the public are not eligible to take part in the
Placing. All offers of the Placing Shares will be made pursuant to
an exemption under Article 3 of Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation"), as implemented in the United Kingdom by
regulation 33 of the Prospectus (Amendment etc.) (EU Exit)
Regulations 2019/1234 (the "UK Prospectus Regulation"), from the
requirement to produce a prospectus for offers of the Placing
Shares. This Announcement and the terms and conditions set out in
the Appendix to this Announcement are for information purposes only
and are directed only at: (a) persons in member states of the EEA
who are qualified investors within the meaning of Article 2 of the
EU Prospectus Regulation ("Qualified Investors"); (b) persons in
the United Kingdom, who are Qualified Investors who are authorised
persons or exempt persons within the meaning of the Financial
Services and Markets Act 2000, as amended (the "FSMA") or any order
made thereunder or to Qualified Investors falling within the
following articles of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "FPO") made
pursuant to section 21(5) of FSMA: (i) Investment Professionals (as
defined in Article 19(5) of the FPO); and (ii) High Net Worth
Companies (as defined in Article 49(2) of the FPO); and (c) persons
to whom it may otherwise by lawfully communicated (all such persons
together being referred to as ("Relevant Persons").
This Announcement and the terms and conditions set out in the
Appendix to this Announcement must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment
activity to which this Announcement relates is only available to,
and will be engaged in only with, Relevant Persons. Persons
distributing this Announcement must satisfy themselves that is
lawful to do so. This Announcement is for information only and does
not constitute an offer to sell, or a solicitation of an offer to
buy or otherwise acquire, any securities in any jurisdiction.
Persons needing advice should consult an independent financial
adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such
restrictions.
This Announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an
offer to buy, subscribe for or otherwise acquire securities in any
jurisdiction in which any such offer or solicitation would be
unlawful. Any failure to comply with this restriction may
constitute a violation of the securities laws of such
jurisdictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States (the "United States" or "US"), Canada, Australia,
South Africa, Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is
being made in any such jurisdiction.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and accordingly the Placing Shares may not be
offered, sold, pledged or transferred, directly or indirectly, in,
into or within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and the securities laws of any
relevant state or jurisdiction of the United States. There is no
intention to register any portion of the offering in the United
States or to conduct a public offering of securities in the United
States.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
By participating in the Bookbuild and the Placing, each person
who is invited to and who chooses to participate in the Placing
(each a "Placee") by making an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained in the Appendix to this Announcement and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendix to this Announcement.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, domestic and global economic
business conditions, market-related risks such as fluctuations in
interest rates and exchange rates, the policies and actions of
governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of
future acquisitions or combinations within relevant industries, the
effect of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any 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.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish 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.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
RBC Europe Limited is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
Financial Conduct Authority (the "FCA") and the PRA, and is acting
for the Company in connection with the Placing and no-one else and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of RBC Europe Limited
nor for providing advice in relation to the Placing or any other
matter referred to in this Announcement.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company in connection with
the Placing and no-one else and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Peel Hunt LLP nor for providing advice in relation to
the Placing or any other matter referred to in this
Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of their
respective affiliates or their or their respective affiliates'
agents, directors, officers and employees, respectively, as to, or
in relation to, the accuracy or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. The
price of shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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. ALL OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO
AN EXEMPTION UNDER ARTICLE 3 OF THE REGULATION (EU) 2017/1129 (THE
"EU PROSPECTUS REGULATION"), (AS IMPLEMENTED IN THE UNITED KINGDOM
BY REGULATION 33 OF THE PROSPECTUS (AMMENT ETC.) (EU EXIT)
REGULATIONS 2019/1234 TO THE EXTENT APPLICABLE) (THE "UK PROSPECTUS
REGULATION"), FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR
OFFERS OF THE PLACING SHARES. THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER
STATES OF THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2 OF THE EU PROSPECTUS REGULATION ("QUALIFIED INVESTORS");
(B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND
(I) INVESTMENT PROFESSIONALS WITHIN THE MEANING OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
(THE "ORDER") OR (II) HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS AND OTHER PERSONS FALLING WITHIN ARTICLE 49(2) OF THE
ORDER; AND (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA JAPAN, SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; in the case of (a) and (b), to the extent that the
Commission Delegated Directive (EU) 2017/593 and MiFID II form part
of domestic law in the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Offer. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This Announcement is for information purposes only and does not
constitute an offer to sell or issue or the solicitation of an
offer to buy or subscribe for any Placing Shares in any
jurisdiction in which any such offer or solicitation would be
unlawful.
All offers of the Placing Shares in the EEA will be made
pursuant to an exemption under Article 3 of the EU Prospectus
Regulation from the requirement to produce a prospectus. All offers
of the Placing Shares in the United Kingdom will be made pursuant
to an exemption under Article 3 of the UK Prospectus Regulation
from the requirement to produce a prospectus This Announcement is
being distributed and communicated to persons in the UK only in
circumstances to which section 21(1) of FSMA does not apply.
The Placing Shares referred to in this Announcement have not
been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act") or under the securities
laws of any state or other jurisdiction of the United States, and
may not be offered, sold or transferred in, into or within the
United States except pursuant to an exemption from the registration
requirements of the Securities Act and the securities laws of any
relevant state or jurisdiction of the United States.
The distribution of this Announcement and the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such
restrictions.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Bookbuilding Process (as defined below)
and the Placing, Placees will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and subscribing for Placing Shares on the terms and
conditions contained in this Appendix and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix. In particular, each such
Placee represents, warrants, undertakes, agrees and acknowledges
(amongst other things), that:
1. it is a Relevant Person 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
2. in the case of a Relevant Person in a member state of the EEA
or the United Kingdom who subscribes for any Placing Shares
pursuant to the Placing:
(A) it is a Qualified Investor; and
(B) in the case of any Placing Shares subscribed for by it as a
financial intermediary, as that term is used in the EU Prospectus
Regulation or the UK Prospectus Regulation, as applicable,
(1) the Placing Shares subscribed for by it in the Placing have
not been subscribed for on behalf of, nor have they been subscribed
for with a view to their offer or resale to, persons in any member
state of the EEA or the United Kingdom other than Qualified
Investors or in circumstances in which the prior consent of the
Joint Bookrunners has been given to the offer or resale; or
(2) where Placing Shares have been subscribed for by it on
behalf of persons in any member state of the EEA or the United
Kingdom other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation or
the UK Prospectus Regulation, respectively, as having been made to
such persons; and
3. it is subscribing for the Placing Shares for its own account
or is subscribing for the Placing Shares for an account with
respect to which it exercises sole investment discretion and has
the authority to make and does make the representations,
warranties, indemnities, acknowledgements and agreements contained
in this Announcement; and
4. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is either (i) outside
the United States subscribing for the Placing Shares in an offshore
transaction as defined in and in accordance with Regulation S under
the Securities Act or (ii) a "qualified institutional buyer" as
defined in Rule 144A under the Securities Act ("Rule 144A").
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement, the announcement of the
results of the Placing through a Regulatory Information Service
(the "Placing Results Announcement") and any information publicly
announced through a Regulatory Information Service (as defined in
the listing rules of the FCA (the "Listing Rules")) by or on behalf
of the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms
set forth in the contract note or trade confirmation sent to
individual placees. Each Placee, by participating in the Placing,
agrees that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of the
Joint Bookrunners or the Company other than the Publicly Available
Information and none of the Joint Bookrunners, the Company nor any
person acting on such person's behalf nor any of their affiliates
has or shall have any liability for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Company and each of the Joint Bookrunners has entered into
the Placing Agreement under which the Joint Bookrunners have
severally undertaken, on the terms and, subject to the conditions
set out in the Placing Agreement, to use reasonable endeavours to
procure Placees for the Placing Shares at the Placing Price. In
accordance with the terms of the Placing Agreement, subject to the
execution of the terms of sale setting out the final number of
Placing Shares, to the extent any Placee fails to take up its
allocation of Placing Shares at the Placing Price, the Joint
Bookrunners have severally agreed to take up such shares in the
Agreed Proportion (as defined in the Placing Agreement) and the
Company agrees to allot and issue such shares to the Joint
Bookrunners accordingly, in each case at the Placing Price and on
the terms set out in the Placing Agreement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares in the capital of the Company ("Ordinary Shares"), including
the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the
date of issue of the Placing Shares.
Lock-up
As part of the Placing, the Company has agreed that it will not
issue or sell any Ordinary Shares for a period of 90 days after
Admission without the prior written consent of the Joint
Bookrunners. This agreement is subject to certain customary
exceptions.
Application for admission to listing and trading
Application will be made to the FCA for admission of the Placing
Shares to listing on the premium listing segment of the Official
List and to the London Stock Exchange for admission to trading of
the Placing Shares on the London Stock Exchange's main market for
listed securities (together "Admission").
It is expected that Admission will take place on or before 8.00
a.m. (London time) on 28 June 2021 and that dealings in the Placing
Shares on the London Stock Exchange's main market for listed
securities will commence at the same time.
Bookbuilding Process
The Joint Bookrunners will today commence an accelerated
bookbuilding process (the "Bookbuilding Process") to determine
demand for participation in the Placing by Placees. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuilding
Process as they may, in their sole discretion, determine.
Principal terms of the Bookbuilding Process and Placing
1. RBC and Peel Hunt are acting as joint bookrunners to the
Placing, as agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and their
affiliates are entitled to enter bids in the Bookbuilding
Process.
3. The total number of Placing Shares and the aggregate proceeds
to be raised through the Placing will be agreed between the Joint
Bookrunners and the Company following completion of the
Bookbuilding Process. The results of the Placing will be announced
through the Placing Results Announcement following the completion
of the Bookbuilding Process.
4. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone to their usual sales contact at
RBC or Peel Hunt. Each bid should state the number of Placing
Shares which a prospective Placee wishes to subscribe for at the
Placing Price. Bids may be scaled down by the Joint Bookrunners on
the basis referred to in paragraph 9 below. Each of the Joint
Bookrunners is arranging the Placing severally, and not jointly, or
jointly and severally, as agent of the Company.
5. The Bookbuilding Process is expected to close no later than
24 June 2021 but may be closed earlier or later at the discretion
of the Joint Bookrunners. The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the
Bookbuilding Process has closed. The Company reserves the right to
reduce the amount to be raised pursuant to the Placing, in its sole
discretion. The total number of shares to be issued pursuant to the
Placing is expected to represent approximately 5% of the Company's
existing issued ordinary share capital.
6. Each Placee's allocation will be agreed between the Joint
Bookrunners (after consultation with the Company) and will be
confirmed orally by the relevant Joint Bookrunner as soon as
practicable following the close of the Bookbuilding Process. The
relevant Joint Bookrunner's oral confirmation of an allocation will
give rise to a legally binding commitment by the Placee concerned,
in favour of the relevant Joint Bookrunner and the Company, under
which it agrees to subscribe for the number of Placing Shares
allocated to it on the terms and subject to the conditions set out
in this Appendix and the Company's articles of association.
7. The Company will release the Placing Results Announcement
following the close of the Bookbuilding Process, detailing the
aggregate number of the Placing Shares to be issued.
8. Each Placee's allocation and commitment will be evidenced by
a contract note or trade confirmation issued to such Placee by one
of the Joint Bookrunners. The terms of this Appendix will be deemed
incorporated therein.
9. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined at their
discretion (after consultation with the Company) and may scale down
any bids for this purpose on such basis as they may determine or be
directed. The Joint Bookrunners may also, notwithstanding
paragraphs 5 to 7 above, (a) allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time and (b) allocate Placing Shares after the Bookbuilding Process
has closed to any person submitting a bid after that time.
10. A bid in the Bookbuilding Process will be made on the terms
and subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and except with
the relevant Joint Bookrunner's consent will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Bookrunner, to pay
to it (or as it may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares such
Placee has agreed to subscribe for and the Company has agreed to
allot and issue to that Placee.
11. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners 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.
12. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under 'Registration and Settlement'.
13. All obligations under the Bookbuilding Process and 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 'Termination of the
Placing'.
14. By participating in the Bookbuilding Process 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.
15. To the fullest extent permissible by law, neither of the
Joint Bookrunners nor any of their affiliates nor any of their or
their respective affiliates' agents, directors, officers or
employees, respectively, shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or
otherwise). In particular, neither of the Joint Bookrunners nor any
of their affiliates nor any of its or their agents, directors,
officers or employees shall have any liability (including, to the
extent permissible by law, any fiduciary duties) to Placees (or to
any person whether acting on behalf of a Placee or otherwise) in
respect of the Joint Bookrunners' conduct of the Bookbuilding
Process or of such alternative method of effecting the Placing as
the Joint Bookrunners and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing, they
will be sent a contract note or trade confirmation which will
confirm the number of Placing Shares allocated to them, the Placing
Price and the aggregate amount owed by them to the relevant Joint
Bookrunners. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
the relevant Joint Bookrunners or otherwise as such Joint
Bookrunners may direct.
Settlement of transactions in the Placing Shares (ISIN:
GB0002148343) following Admission will take place within the CREST
system. Settlement through CREST will be on a T+2 basis unless
otherwise notified by the Joint Bookrunners and is expected to
occur on 28 June 2021 (the "Settlement Date"). Settlement will be
on a delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and the Joint Bookrunners may agree that the Placing Shares should
be issued in certificated form. The Joint Bookrunners reserve the
right to require settlement for the Placing Shares, and to deliver
the Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two (2) percentage points above prevailing LIBOR as
determined by the Joint Bookrunners.
If Placees do not comply with their obligations the relevant
Joint Bookrunners may sell any or all of their Placing Shares on
their behalf and retain from the proceeds, for its own account and
benefit, an amount equal to the Placing Price of each share sold
plus any interest due. Placees will, however, remain liable for any
shortfall below the Placing Price and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which
may arise upon the sale of their Placing Shares on their
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note or 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.
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 Joint Bookrunners under the Placing
Agreement are, and the Placing is, conditional on, among other
things:
(A) the Company and the Joint Bookrunners having executed by no
later than 5.00 pm (London time) on 24 June 2021 the terms of sale
setting out the final number of Placing Shares;
(B) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
(C) there being no material default or breach prior to Admission
of the sale and purchase agreement entered into by the Company and
the sellers to effect the Acquisition (the "Sale and Purchase
Agreement"), all events and conditions contemplated by the Sale and
Purchase Agreement as having occurred or been satisfied prior to
Admission having occurred or been satisfied and no event having
arisen prior to Admission giving the Company or the sellers a right
to terminate the Sale and Purchase Agreement; and
(D) Admission having occurred by 8.00 a.m. (London time) on 28
June 2021 (or such later date as the Joint Bookrunners and the
Company may agree, being not later than 3.00 p.m. on 2 July
2021).
If any of the conditions set out in the Placing Agreement is not
fulfilled or, where permitted, waived to the extent permitted by
law or regulations in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the
Company and the Joint Bookrunners may agree), or the Placing
Agreement is terminated in accordance with its terms (as to which,
see the 'Termination of the Placing' section below), the Placing
will lapse and the Placee's rights and obligations shall cease and
terminate at such time and each Placee agrees that no claim can be
made by or on behalf of the Placee (or any person on whose behalf
the Placee is acting) in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees
that its rights and obligations cease and terminate only in the
circumstances described above and under 'Termination of the
Placing' below and will not be capable of rescission or termination
by it.
The Joint Bookrunners (acting jointly) may, at their absolute
discretion and upon such terms as they think appropriate, waive
fulfilment of all or any of the conditions in the Placing Agreement
capable of wavier in whole or in part (to the extent permitted by
law or regulation) or extend the time provided for fulfilment of
any such conditions in respect of all or any part of the
performance thereof. Any such extension or waiver will not affect
Placees' commitments as set out in this Appendix.
Neither the Joint Bookrunners nor any of their respective
affiliates nor any of their or their respective affiliates' agents,
directors, officers or employees, respectively, nor the Company
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision any of them may make as to whether or not to waive or
to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision any of them 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 Joint Bookrunners and the Company.
Termination of the Placing
Each Joint Bookrunner is entitled, at any time prior to
Admission, to terminate its obligations under the Placing Agreement
in accordance with its terms by giving notice (in writing or
orally) in certain circumstances, including, among other
things:
a. a material breach of any of the warranties given by the
Company to the Joint Bookrunners in the Placing Agreement;
b. the occurrence of a material adverse change in the Company's
business or in its financial or trading position;
c. the occurrence of any change in the financial markets in the
United Kingdom, the United States, the EEA or the international
financial markets, any outbreak of hostilities or escalation
thereof, any act of terrorism or war or other calamity or crisis or
escalation thereof; or
d. the occurrence of a force majeure event.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim may be made by any Placee in respect
thereof.
By participating in the Bookbuilding Process, each Placee agrees
with the Company and the Joint Bookrunners that the exercise by the
Company or the Joint Bookrunners of any right of termination or any
other right or other discretion under the Placing Agreement shall
be within the absolute discretion of the Company or the Joint
Bookrunners (as the case may be) and that neither the Company nor
the Joint Bookrunners need make any reference to such Placee and
that none of the Company, the Joint Bookrunners, their respective
affiliates or their or their respective affiliates' agents,
directors, officers or employees, respectively, shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the 'Conditions of the Placing' above and
will not be capable of rescission or termination by it after oral
confirmation by the Joint Bookrunners following the close of the
Bookbuilding Process.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each
prospective Placee (and any person acting on such Placee's behalf)
represents, warrants, acknowledges and agrees (for itself and for
any such prospective Placee) that:
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained in this Appendix and that it has not
relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Placing, the Company, the
Placing Shares or otherwise, other than the information contained
in this Announcement and the Publicly Available Information;
2. it acknowledges that no prospectus or other offering document
has been or will be prepared in connection with the Placing;
3. the Company's Ordinary Shares are listed on the premium
listing segment of the Official List, and that the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of the FCA,
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
4. neither the Joint Bookrunners nor the Company nor any of
their respective affiliates, or their or their respective
affiliates' agents, directors, officers or employees, respectively,
nor any person acting on behalf of any of them has provided, and
will not provide, it with any material regarding the Placing Shares
or the Company or any other person other than the information in
this Announcement or any other Publicly Available Information; nor
has it requested the Joint Bookrunners, the Company, any of their
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
5. neither the Joint Bookrunners nor any person acting on behalf
of them nor any of their respective affiliates, or their or their
respective affiliates, agents, directors, officers or employees,
respectively, has or shall have any liability for this
Announcement, or any other Publicly Available Information, or any
representation relating to the Company, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
6. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither of the Joint
Bookrunners nor any of their affiliates nor any persons acting on
their behalf is responsible for or has or shall have any liability
for any information or representation, warranty or statement
relating to the Company contained in this Announcement, or any
other Publicly Available Information, nor will they be liable for
any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, any other Publicly Available Information or
otherwise. Nothing in this Appendix shall exclude any liability of
any person for fraudulent misrepresentation;
7. it and/or each person on whose behalf it is participating is
not, and at the time the Placing Shares are subscribed for will not
be, a resident of Australia, Canada, South Africa, Japan, New
Zealand or Jersey;
8. the Placing Shares are being offered and sold on behalf of
the Company in offshore transactions (as defined in Regulation S
under the Securities Act) and to QIBs (as defined in Rule 144A
under the Securities Act) in reliance upon Rule 144A under the
Securities Act or another exemption from, or transaction not
subject to, the registration requirements under the Securities Act.
It and the prospective beneficial owner of the Placing Shares is,
and at the time the Placing Shares are subscribed for will be
either: (i) outside the United States and subscribing for the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the Securities Act or (ii) a
QIB which has duly executed a US Investor Letter in a form provided
to it and delivered the same to one of the Joint Bookrunners or its
affiliates. In addition, it has such knowledge and experience in
financial and business matters to be capable of evaluating the
merits and the risks of an investment in the Placing Shares, will
not look to the Joint Bookrunners for all or part of any such loss
it may suffer, is able to bear the economic risk of an investment
in the Placing Shares, is able to sustain a complete loss of the
investment in the Placing Shares and has no need for liquidity with
respect to its investment in the Placing Shares; and it has full
power to make the acknowledgements, representations and agreements
herein on behalf of each such account. The Placing Shares have not
been and will not be registered or qualified for offer and sale nor
will a prospectus be cleared in respect of any of the Placing
Shares under the securities laws or legislation of the United
States, Australia, Canada, Japan, or South Africa and, subject to
certain exceptions, may not be offered, sold, resold, delivered,
pledged or transferred, directly or indirectly, within those
jurisdictions;
9. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement, 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,
(ii) the Joint Bookrunners and the Company (or any of their
respective affiliates) have not made any representation to it,
express or implied, with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information, (iii) it has conducted its own
investigation of the Company, the Placing and the Placing Shares,
satisfied itself that the information is still current and relied
on that investigation for the purposes of its decision to
participate in the Placing and (iv) it has not relied on any
investigation that the Joint Bookrunners or any person acting on
their behalf may have conducted with respect to the Company, the
Placing or the Shares;
10. the Placing Shares have not been registered or otherwise
qualified for offer and sale nor will a prospectus be cleared or
approved in respect of the Placing Shares under the securities laws
of Australia, Canada, South Africa or Japan and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States, Australia, Canada, South Africa or Japan or in any country
or jurisdiction where any action for that purpose is required;
11. it and/or each person on whose behalf it is participating:
(A) is entitled to subscribe for Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(B) has fully observed such laws and regulations;
(C) has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will
honour such obligations; and
(D) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) to enable it
to enter into the transactions contemplated hereby and to perform
its obligations in relation thereto;
12. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
13. neither of the Joint Bookrunners, nor their respective
affiliates, nor any person acting on behalf of any of them is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of either of the
Joint Bookrunners and that the Joint Bookrunners have no duties or
responsibilities to it for providing the protections afforded to
their 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;
14. it will make payment to the Joint Bookrunners (as the Joint
Bookrunners may direct) 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 Joint Bookrunners determine in their absolute discretion
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;
15. 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 it may be called upon to
subscribe for a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
16. no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a
public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is
required;
17. the person who it specifies for registration as holder of
the Placing Shares will be (i) the Placee or (ii) a nominee of the
Placee, as the case may be. The Joint Bookrunners and the Company
will not be responsible for any liability to stamp duty or stamp
duty reserve tax resulting from a failure to observe this
requirement. It agrees to subscribe for Placing Shares pursuant to
the Placing on the basis that the Placing Shares will be allotted
to a CREST stock account of the Joint Bookrunners (or either of
them) who will hold them as nominee directly or indirectly on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
18. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
19. it and any person acting on its behalf falls within Article
19(5) and/or 49(2) of the Order, as amended, and undertakes that it
will subscribe for, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
20. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom prior to Admission
except to persons whose ordinary activities involve them in
subscribing for, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of FSMA;
21. if within the EEA or the United Kingdom, it is a Qualified
Investor as defined in section 86(7) of FSMA, being a person
falling within Article 2 of the EU Prospectus Regulation and UK
Prospectus Regulation, respectively;
22. it has only communicated or caused to be communicated and it
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 Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
23. it has complied, and it will comply, with all applicable
laws with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all relevant provisions
of FSMA and the FS Act in respect of anything done in, from or
otherwise involving the United Kingdom);
24. if it is a financial intermediary, as that term is used in
the EU Prospectus Regulation (including any relevant implementing
measure in any member state) or the UK Prospectus Regulation, 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 which has implemented the EU
Prospectus Regulation or to persons in the United Kingdom other
than Qualified Investors, or in circumstances in which the express
prior written consent of the Joint Bookrunners has been given to
the offer or resale.
25. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA or the United Kingdom prior to
Admission except to persons whose ordinary activities involve them
in subscribing for, holding, managing or disposing of investments
(as principal or agent) for the purpose of their business or
otherwise in circumstances which have not resulted and which will
not result in an offer to the public in any member state of the EEA
or the United Kingdom;
26. if it has received any inside information (as defined in the
Market Abuse Regulation (EU) No. 596/2014, including the EU Market
Abuse Regulation as it forms part of domestic law in the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018, as
amended) about the Company in advance of the Placing, it has not:
(a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company;
or (c) disclosed such information to any person, prior to the
information being made publicly available;
27. neither the Joint Bookrunners, the Company nor any of their
respective affiliates, or their respective affiliates' agents,
directors, officers or employees, respectively, nor any person
acting on behalf of such persons is making any recommendation to
it, advising it regarding the suitability of any transaction it may
enter into in connection with the Placing nor providing advice in
relation to the Placing nor in respect of any representation,
warranty, acknowledgement, agreement, undertaking or indemnity
contained in the Placing Agreement nor the exercise or performance
of any of the Joint Bookrunners' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
28. acknowledges and accepts that the Joint Bookrunners may, in
accordance with applicable legal and regulatory provisions, engage
in transactions in relation to the Placing Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, the Joint Bookrunners will not make
any public disclosure in relation to such transactions;
29. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Criminal Justice Act 1993, the Terrorism Act
2000, the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (together the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
30. its commitment to subscribe for Placing Shares on the terms
set out in this Announcement will continue notwithstanding any
amendment that may in future be made to the terms and conditions of
the Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's or the Joint Bookrunners' conduct of the Placing;
31. 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
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
32. the Company, the Joint Bookrunners and others will rely upon
the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements, which are given to
each Joint Bookrunner on its own behalf and on behalf of the
Company and are irrevocable;
33. if it is subscribing for the Placing Shares as a fiduciary
or agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts;
34. time is of the essence as regards its obligations under this Appendix;
35. 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 Joint Bookrunners;
36. the Placing Shares will be issued subject to the terms and
conditions set out in this Appendix;
37. this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part will be
governed by and construed in accordance with English law. All
agreements to subscribe for shares pursuant to the Bookbuilding
Process and/or the Placing will be governed by English law and the
English courts shall have exclusive jurisdiction in relation
thereto except that proceedings may be taken by the Company or the
Joint Bookrunners 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;
38. pursuant to the General Data Protection Regulation as
implemented in the UK by the Data Protection Act 2018 ("GDPR") the
Company and/or the Joint Bookrunners, may hold personal data (as
defined in the GDPR) relating to past and present shareholders.
Personal data may be retained on record for a period exceeding six
years after it is no longer used. The Company and/or the Joint
Brokers will only process such information for the purposes set out
below (collectively, the "Purposes"), being to: (a) process its
personal data to the extent and in such manner as is necessary for
the performance of their obligations under the contractual
arrangements between them, including as required by or in
connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money
laundering checks on it; (b) communicate with it as necessary in
connection with its affairs and generally in connection with its
holding of Ordinary Shares; (c) provide personal data to such third
parties as the Company and/or any of the Joint Bookrunners may
consider necessary in connection with its affairs and generally in
connection with its holding of Ordinary Shares or as the GDPR may
require, including to third parties outside the EEA; (d) without
limitation, provide such personal data to their respective
affiliates for processing, notwithstanding that any such party may
be outside the EEA; and (e) process its personal data for the
Company's and/or any of the Joint Bookrunners internal
administration;
39. by becoming registered as a holder of Placing Shares, it
acknowledges and agrees that the processing by the Company and/or
the Joint Bookrunners of any personal data relating to it in the
manner described above is undertaken for the purposes of: (a)
performance of the contractual arrangements between them; and (b)
to comply with applicable legal obligations. In providing the
Company and/or and/or any of the Joint Bookrunners with
information, it hereby represents and warrants to each of them that
it has notified any data subject of the processing of their
personal data (including the details set out above) by the Company
and/or any of the Joint Bookrunners and their respective affiliates
and group companies, in relation to the holding of, and using,
their personal data for the Purposes. Any individual whose personal
information is held or processed by a data controller: (a) has the
right to ask for a copy of their personal information held; (b) to
ask for any inaccuracies to be corrected or for their personal
information to be erased; (c) object to the ways in which their
information is used, and ask for their information to stop being
used or otherwise restricted; and (d) ask for their personal
information to be sent to them or to a third party (as permitted by
law). A data subject seeking to enforce these rights should contact
the relevant data controller. Individuals also have the right to
complain to the UK Information Commissioner's Office about how
their personal information has been handled
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, each of the Joint Bookrunners and each of their respective
affiliates and each of their and their respective affiliates'
agents, directors, officers and employees, respectively, 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 given by the Placee in this Appendix
and further agrees that the provisions of this Appendix shall
survive after completion of the Placing.
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 in the UK relates only to
their allotment and issue to Placees, or such persons as they
nominate as their agents, directly by the Company. Such agreement
assumes that the Placing Shares are not being subscribed for in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there were
any such arrangements, or the settlement related to other dealings
in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor the Joint Bookrunners
would be responsible. If this is the case, it would be sensible for
Placees to take their own advice and they should notify the Joint
Bookrunners accordingly. In addition, Placees should note that they
will be liable for any capital duty, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the UK by them or any other
person on the acquisition by them of any Placing Shares or the
agreement by them to subscribe for any Placing Shares and each
Placee, or the Placee's nominee, in respect of whom (or in respect
of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such non-UK stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and the Joint Bookrunners in the event
that either the Company and/or the Joint Bookrunners have incurred
any such liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Joint
Bookrunners for themselves and on behalf of the Company and are
irrevocable.
The Joint Bookrunners are acting exclusively for the Company and
no one else in connection with the Bookbuilding Process and the
Placing and will not regard any other person (whether or not a
recipient of this document) as a client in relation to the
Bookbuilding Process or the Placing and will not be responsible to
anyone (including Placees) other than the Company for providing the
protections afforded to their clients or for providing advice in
relation to the Bookbuilding Process or the Placing or other
matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements or agreements or
indemnities in the Placing Agreement. Each Placee and any person
acting on behalf of the Placee acknowledges and agrees that either
of the Joint Bookrunners may (at their absolute discretion) satisfy
its obligations to procure Placees by itself agreeing to become a
Placee in respect of some or all of the Placing Shares or by
nominating any connected or associated person to do so.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners will notify Placees and any
persons acting on behalf of the Placees of any changes.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
[1] Before a locked box adjustment mechanism with an additional
impact of GBP3.4m for excess net working and regulatory capital.
With the locked box adjustment, the initial consideration increases
to GBP138.5m comprised of GBP133.2m cash and GBP5.3m in new shares.
Initial consideration includes repayment of GBP45.0m debt .
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEDKNBQPBKDAAB
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June 23, 2021 11:50 ET (15:50 GMT)
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