TIDMRQIH
RNS Number : 7965S
Randall & Quilter Inv Hldgs Ltd
05 October 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX 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IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR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 OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
5 October 2017
Randall & Quilter Investment Holdings Ltd.
("R&Q", the "Group" or the "Company")
Placing and open offer to raise up to approximately GBP49.3
million
Randall & Quilter Investment Holdings Ltd., the non-life
insurance and investment specialist, is pleased to announce that it
has conditionally raised gross proceeds of GBP45.0 million through
a firm placing of new ordinary shares (the "Placing") with certain
institutional shareholders and Directors and is proposing to raise
gross proceeds of up to approximately GBP4.3 million through an
open offer of new ordinary shares to Qualifying Shareholders (the
"Open Offer", and together with the Placing, the "Placing and Open
Offer").
The Placing and Open Offer is conditional upon the passing of
certain resolutions. A circular (the "Circular") is expected to be
posted on or around 6 October 2017 notifying shareholders of a
general meeting which is being convened for the purpose of
considering the relevant resolutions, at 71 Fenchurch Street,
Ground Floor, London EC3M 4BS on 30 October 2017 at 11.00 a.m.
A total of 34,883,720 new ordinary shares in the Company (the
"Placing Shares") have been placed by Numis Securities Limited
("Numis") and Shore Capital Stockbrokers Limited ("Shore Capital")
(together, the "Joint Brokers") pursuant to the Placing at a price
of 129 pence per Placing Share (the "Issue Price"), raising total
gross proceeds of approximately GBP45.0 million. The Placing Shares
represent approximately 39.8 per cent of the issued ordinary share
capital of R&Q prior to the Placing and Open Offer.
In addition, in order to provide Qualifying Shareholders with an
opportunity to participate at the Issue Price, the Company is
making the Open Offer to all Qualifying Shareholders to give them
the opportunity to subscribe for up to 3,309,117 new Ordinary
Shares (the "Open Offer Shares") at the Issue Price to raise gross
proceeds of up to approximately GBP4.3 million. The terms and
conditions of the Open Offer will be set out in the Circular.
The Issue Price represents a discount of approximately 11.9 per
cent to the closing price of 146.5 pence on 4 October 2017 (being
the latest practicable date prior to this announcement).
Commenting on the Placing and Open Offer, Ken Randall, Group
Chairman and Chief Executive Officer ("CEO") said:
"We are delighted to have gained support for this capital raise
to fund the significant growth opportunities ahead for the Group in
our core activities of legacy acquisition activity and the writing
of programme business on behalf of reinsurers. We thank our major
existing shareholders for their continued support and are pleased
to welcome a number of new shareholders onto our register. We have
provided the open offer element to enable our smaller and
non-institutional shareholders to participate on equal terms.
"We believe this capital raise will represent a step change in
the Group's profile, providing enhanced access to quality business
through balance sheet strength. The significant opportunities
available to the Group in both of our core operations are now able
to be fully harnessed and we look forward to the future with added
confidence."
Current trading and distributions
The Board was pleased to announce on 4 September 2017 that the
H1 2017 result was significantly ahead of the equivalent period in
2016 driven primarily by record contributions from legacy
transactions in the first half year of GBP19.1m (2016: GBP2.7m).
The business has made excellent progress in deploying funds raised
in the placing announced in February 2017. Additional capital has
been injected into R&Q Insurance Malta and Accredited and the
funds raised to pursue legacy transactions have already supported
deals with others being finalised. The pipeline remains very
strong. Accordingly, the Board increased the proposed interim
distribution per share to 3.5p (2016 3.4p).
The process of simplifying the Group continues. This has allowed
the Group to focus on core activities of legacy and underwriting
niche programme business on behalf of high quality reinsurers. The
key recent disposals by the Group were:
- The Lloyd's managing agency sold to Coverys for $22.6m,
representing a gain of GBP12.6m over carrying value (subject to
regulatory approval); and
- Triton, a Norwegian insurance manager, sold during the period.
Additional disposals are currently being progressed and the
Board will update the market on those disposals in due course.
As a result of these announced disposals, expected disposals and
ongoing trading performance, the Board expects net asset value per
share (excluding goodwill) to be in the range of 136 pence to 146
pence at the end of the current financial year (after payment of
the interim distribution, and before the impact of the issue of the
New Shares and any currency movements).
Background to and reasons for the Placing and Open Offer
At the centre of the Group's simplification strategy is the
Group's focus on (1) its core legacy acquisition activity and (2)
fee generation in Accredited and R&Q Insurance (Malta) through
its underwriting MGA/programme business, primarily on behalf of
well-rated reinsurers. The Directors consider that the outlook
looks strong for the Group as it capitalises on opportunities
driven by, but not limited to, regulatory changes impacting large
underwriters globally, macroeconomic effects, Brexit and separation
of distribution from underwriting capital.
Summary of current pipeline:
(i) Accredited: multiple loss portfolio transfer ("LPT") and
assumption opportunities from US insurers and especially
self-insured groups. Multiple MGA/programme opportunities with
gross written premiums ("GWP") ranging from $5 million to $40
million; and
(ii) R&Q Insurance (Malta): various MGA/programme
opportunities as well as captive transfer and LPT mandates.
The first six months of 2017 alone saw the Group complete 11
legacy transactions across the US, Bermuda and UK markets. Four
MGA/programmes were also signed by R&Q Insurance (Malta) and
Accredited.
Use of the Proceeds from the Placing and Open Offer
The Company intends to raise gross proceeds of approximately
GBP49.3 million pursuant to the Placing and Open Offer.
It is expected that the net amount of cash available to the
Company following the Placing and Open Offer will be up to
approximately GBP47.6 million, which it is intended to use as
follows:
(i) a GBP30 million capital contribution to R&Q Insurance
Malta to grow its balance sheet, help secure an A- rating, and
support its solvency capital ratios during its expansion. The
credit rating and increased size will, in turn, open up further
MGA/programme business with higher commission rates. A credit
rating should also expand the universe of legacy transaction
opportunities, especially loss portfolio transfers of larger, rated
insurance groups' discontinued portfolios. The Directors consider
it likely that there will also be other intra-group structuring and
solvency capital benefits; and
(ii) a $25 million capital contribution to Accredited, the
Group's A- rated US carrier, which will raise Accredited into the
size '7' category (defined as vehicles with $50 million to $100
million of net assets), opening up larger loss portfolio transfer
opportunities and programme business alike.
Approximately GBP1.7 million of the gross proceeds will be used
to pay fees and expenses (including VAT) incurred in connection
with the Placing and Open Offer (including broking commissions and
other fees).
Details of the Placing and Open Offer
Numis and Shore Capital are acting as joint brokers in
connection with the Placing. The Placing is subject to the terms
and conditions set out in the Appendix (which forms part of this
announcement) and the Open Offer will be subject to the terms and
conditions to be set out in the Circular.
The New Shares will be credited as fully paid and will rank pari
passu with the existing ordinary shares of the Company.
The Open Offer has been structured so that the total
consideration under the Open Offer is less than EUR5 million (or an
equivalent Sterling amount) in aggregate. Therefore, in accordance
with Section 85 and Schedule 11A of FSMA, no prospectus will be
made available in connection with the matters contained in this
announcement and no such prospectus is required (in accordance with
the Prospectus Directive) to be published. Under the Open Offer, up
to an aggregate amount of 3,309,117 Open Offer Shares will be made
available to Qualifying Shareholders at the Issue Price, pro rata
to their holdings of existing Ordinary Shares, on the basis of 1
new Open Offer Share for every 26 existing Ordinary Shares held on
the Record Date.
The Group operates a progressive distribution policy.
Distributions are made bi-annually and are typically paid in May /
June and October / November. New shares issued under the Placing
and Open Offer will not affect this policy. New shares issued under
the Placing and Open Offer will be eligible for the dividend
payment expected in May / June 2018. Without pre-judging the
outcome, the Board has committed to reviewing whether it would be
in the interests of shareholders to look at paying dividends rather
than capital returns (which form the basis of the current
distribution strategy). For the avoidance of doubt, any such change
will not affect the progressive nature of the policy.
Application will be made to the London Stock Exchange for the
New Shares to be admitted to trading on AIM and it is anticipated
that trading in the New Shares will commence on AIM at 8.00 a.m. on
31 October 2017. Settlement of the New Shares in the form of
Depositary Interests is expected to take place within the CREST
system following Admission.
The Placing and Open Offer is conditional upon, among other
things, Admission becoming effective, the Placing and Open Offer
Agreement between Numis, Shore Capital and the Company, which was
entered into today, not being terminated and the Resolutions to be
proposed at the General Meeting being passed without amendment.
Directors' participation in the Placing and Open Offer
Certain of the investors in the Placing have expressed the view
that they believe it is appropriate for the executive directors to
participate personally, and accordingly, the following Directors
have confirmed that they support the Placing and Open Offer and
they have agreed to participate in the Placing and subscribe for
the following number of Placing Shares:
Director Number of Value of Total holding Percentage
Placing Placing of Ordinary of the Company's
Shares Shares at Shares following enlarged
the Issue Placing issued share
Price (GBP) capital
-------------- ---------- ------------- ------------------ ------------------
Ken Randall 1,550,387 1,999,999.23 14,255,651 11.63%
-------------- ---------- ------------- ------------------ ------------------
Alan Quilter 500,000 645,000.00 3,766,456 3.07%
-------------- ---------- ------------- ------------------ ------------------
Tom Booth 77,519 99,999.51 1,508,845 1.23%
-------------- ---------- ------------- ------------------ ------------------
These Placing subscriptions by the Directors named above, are
considered to constitute related party transactions pursuant to AIM
Rule 13 of the AIM Rules. Phoenix Asset Management Partners,
("Phoenix") has agreed to subscribe for 7,955,257 Placing Shares in
the Placing. Due to the size of Phoenix's existing holding of
16,435,477 Ordinary Shares in the capital of the Company
representing 18.7% of the current issued share capital, this
transaction is considered to be a related party transaction
pursuant to AIM Rule 13 of the AIM Rules. The Directors (excluding
Ken Randall, Alan Quilter and Tom Booth) consider, having consulted
with Numis, that the terms of the related party transactions are
fair and reasonable insofar as shareholders of the Company are
concerned. Immediately following Admission, it is envisaged that
Phoenix will hold 24,390,734 Ordinary Shares representing 19.9% of
the enlarged share capital (before the issue of any shares under
the Open Offer).
Proposed Board changes
The Board is also pleased to announce that, as part of its
succession planning, in the summer of 2018 it is expected that Ken
Randall will relinquish his role as CEO and continue as Executive
Chairman.
At that time, Tom Booth will assume the role of Group CEO and a
new Chief Financial Officer will be appointed. In addition, it is
also expected that Alan Quilter will step down from the role of
Chief Operating Officer ("COO") to become Deputy Chairman and the
Group will seek to appoint a new COO.
Recommendation
For the reasons given above, the Directors believe that
completion of the Placing and Open Offer and the approval of the
Resolutions are in the best interests of the Company and
Shareholders as a whole. Accordingly, the Directors unanimously
recommend that Shareholders vote in favour of the Resolutions at
the General Meeting, as they intend to do in respect of their own
beneficial holdings of Ordinary Shares amounting to, in aggregate,
17,244,247 Ordinary Shares, representing approximately 19.7 per
cent of the Ordinary Shares in issue as at the date of this
announcement.
This announcement (including the Appendix which sets out the
terms and conditions of the Placing) should be read in its
entirety.
For further information, please contact:
Randall & Quilter Investment Holdings www.rqih.com
Ltd. +44 (0)20
Ken Randall 7780 5945
+44 (0)7831
145 440
Numis Securities Limited (Joint Bookrunner,
Nomad and Joint Broker)
Stuart Skinner
Charles Farquhar
Akshman Ori +44 (0)20
Harry Trueman 7260 1000
Shore Capital Stockbrokers Limited
(Joint Bookrunner and Joint Broker) +44 (0)20
Stephane Auton 7408 4080
FTI Consulting
Edward Berry +44 (0)20
Tom Blackwell 3727 1046
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date and time for entitlements 5.00 p.m. on 3
under the Open Offer October 2017
Existing Ordinary Shares marked 6 October 2017
"ex" by the London Stock Exchange
Expected date for publishing 6 October 2017
and posting of the Circular,
the Form of Proxy, Form of Instruction
and, to Qualifying Non-CREST
Shareholders only, the Application
Form
Open Offer Entitlements and 8.00 a.m. 9 October
Excess CREST Open Offer Entitlements 2017
credited to stock accounts in
CREST of Qualifying DI Holders
Recommended latest time for 4.30 p.m. on 23
requesting withdrawal of CREST October 2017
Open Offer Entitlements and
Excess CREST Open Offer Entitlements
from CREST
Latest time and date for depositing 3.00 p.m. 24 October
CREST Open Offer Entitlements 2017
into CREST
Latest time and data for splitting 3.00 p.m. on 25
of Application Forms (to satisfy October 2017
bona fide market claims only)
Latest time and date for receipt 11.00 a.m. on 25
of the Form of Instruction for, October 2017
or placing of a CREST instruction
in relation to, the General
Meeting
Latest time and date for receipt 11.00 a.m. on 26
of completed Forms of Proxy October 2017
to be valid at the General Meeting
Latest time and date for receipt 11.00 a.m. on 27
of completed Application Forms October 2017
from Qualifying Shareholders
and payment in full under the
Open Offer or settlement of
relevant CREST instruction (as
appropriate)
General Meeting 11.00 a.m. on 30
October 2017
Announcement of result of General 30 October 2017
Meeting
Results of Open Offer announced 30 October 2017
through an RIS
Expected date for Admission 31 October 2017
and commencement of dealings
in the New Shares on AIM
Expected date for CREST accounts 31 October 2017
to be credited in respect of
the New Shares to be held in
uncertificated form in the form
of Depositary Interests
Expected date for the despatch within 14 days
of definitive certificates in of Admission
respect of the New Shares to
be held in certificated form
Notes:
1. All references to time in this document are to London (UK)
time unless otherwise stated.
2. The dates and times given in this document are based on the
Company's current expectations and may be subject to change. If any
of the above times or dates should change, the revised times and/or
dates will be notified to Shareholders by an announcement on a
Regulatory Information Service.
IMPORTANT NOTICE
No action has been taken by the Company, Numis, Shore Capital or
any of their respective affiliates, that would, or which is
intended to, permit a public offer of the Placing Shares in any
jurisdiction or the possession or distribution of this announcement
or any other offering or publicity material relating to the Placing
Shares in any jurisdiction where action for that purpose is
required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this announcement
comes shall inform themselves about, and observe such
restrictions.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published.
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTED TO
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO
PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE,
DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO
WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Numis Securities Limited and Shore Capital Stockbrokers Limited
are authorised and regulated in the United Kingdom by the FCA and
are acting exclusively 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 their
clients nor for providing advice to any other person in relation to
the Placing and/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 Numis, Shore Capital or the Company or
any of their respective affiliates or any of their respective
directors, officers, employees, advisers or representatives
(collectively, "Representatives") 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 identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Numis or Shore Capital.
This announcement contains certain forward-looking statements,
beliefs or opinions, with respect to certain of the Company's
current expectations and projections about future prospects,
developments, strategies, performance, anticipated events or trends
and other matters that are not historical facts. These
forward-looking statements, which sometimes use words such as
"aim", "anticipate", "believe", "intend", "plan", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts and reflect the directors' beliefs and
expectations and involve a number of risks, uncertainties and
assumptions that could cause actual results and performance to
differ materially from any expected future results or performance
expressed or implied by the forward-looking statement. Statements
contained in this announcement regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. The information contained
in this announcement is subject to change without notice and,
except as required by applicable law, neither the Company nor Numis
nor Shore Capital nor any of their respective affiliates nor any of
their respective Representatives assumes any responsibility or
obligation to update, amend or revise publicly or review any of the
forward-looking statements contained in this announcement. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement. Any
indication in this announcement of the price at which Placing
Shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. No statement in this announcement
is or is intended to be a profit forecast or profit estimate or to
imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company. Past performance of the Company
cannot be relied on as a guide to future performance and persons
reading this announcement are cautioned not to place undue reliance
on such forward-looking statements.
The price of Ordinary Shares and any income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the Ordinary Shares.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
Market operated by 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.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS 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, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION
86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED,
("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS
DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING
DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE
PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, 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, INCLUDING THIS APPIX, 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, INCLUDING THIS APPIX, IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES
ACT OF 1933, AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR
DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON
ORORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF
THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO
MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE
UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN NEW SHARES.
THE PRICE OF SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF
ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE
FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this Announcement, including
this Appendix, 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:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any Member State of
the European Economic Area ("EEA") which has implemented the
Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of the Joint Brokers has
been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in any Member State
of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Directive
as having been made to such persons; and/or
3. (a) (i) it is not in the United States and (ii) it is not
acting for the account or benefit of a person in the United States,
(b) it is a dealer or other professional fiduciary in the United
States acting on a discretionary basis for a non-US person (other
than an estate or trust) in reliance on Regulation S under the
Securities Act; or (c) it is otherwise acquiring the New Shares in
an "offshore transaction" meeting the requirements of Regulation S
under the Securities Act.
The Company and each of the Joint Brokers will rely upon the
truth and accuracy of the foregoing representations,
acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Canada, Australia, New Zealand, Japan
or the Republic of South Africa or in any jurisdiction in which
such publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
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 state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in accordance with
Regulation S under the Securities Act.
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.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, New Zealand, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, New Zealand, Japan or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given.
Details of the Placing
Each of the Joint Brokers have entered into the Placing and Open
Offer Agreement with the Company under which the Joint Brokers have
severally agreed, on the terms and subject to the conditions set
out therein, and undertaken to use their respective reasonable
endeavours to procure, as the Company's agent for the purpose of
the Placing, subscribers for the Placing Shares at the Issue
Price.
The Placing and Open Offer Agreement contains customary
undertakings and warranties given by the Company to each of the
Joint Brokers including as to the accuracy of information contained
in this Announcement, to matters relating to the Company and its
business and a customary indemnity given by the Company to each of
the Joint Brokers in respect of liabilities arising out of or in
connection with the Placing and Open Offer.
The Placing and Open Offer is conditional upon, amongst other
things, the Resolutions being passed by the requisite majorities at
the General Meeting. A circular explaining the background to and
reasons for the Placing and Open Offer, and containing the Notice
of General Meeting will be sent to shareholders. A copy of the
Circular and the Notice of General Meeting will also be available
from the Company's website at: http://www.rqih.com/.
The Placing and Open Offer is also conditional upon, amongst
other things, Admission becoming effective and the Placing and Open
Offer Agreement not being terminated in accordance with its
terms.
The New Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing issued
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after the relevant date of issue of
the New Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
Admission. Subject to, amongst other things, the Resolutions being
passed by the requisite majorities at the General Meeting, it is
expected that settlement of the New Shares and Admission will
become effective on or around 31 October 2017 and that dealings in
the New Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Numis (whether through itself or any of its affiliates) and
Shore Capital (whether through itself or any of its affiliates) are
arranging the Placing as placing agents and Joint Brokers of the
Company for the purpose of using their reasonable endeavours to
procure Placees at the Issue Price for the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
each of the Joint Brokers. Each of the Joint Brokers and their
affiliates may participate in the Placing as principals.
3. 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.
4. The Issue Price will be a fixed price of 129 pence per new Ordinary Share.
5. An offer to acquire Placing Shares, which has been
communicated by a prospective Placee to the relevant Joint Broker
which has not been withdrawn or revoked prior to publication of
this Announcement, shall not be capable of withdrawal or revocation
immediately following the publication of this Announcement without
the consent of the Joint Brokers.
6. Each Placee's allocation will be confirmed to Placees orally
by the relevant Joint Broker, and evidenced by a trade confirmation
or contract note which will be dispatched as soon as practicable
thereafter. The terms of this Appendix will be deemed incorporated
by reference therein. The oral confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of the
Joint Brokers and the Company, under which it agrees to acquire the
number of Placing Shares allocated to it at the Issue Price on the
terms and conditions set out in this Appendix and in accordance
with the Company's articles of association. Except as required by
law or regulation, no press release or other announcement will be
made by each of the Joint Brokers 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. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to each of the Joint Brokers, to pay in
cleared funds immediately on the settlement date, in accordance
with the registration and settlement requirements set out below, an
amount equal to the product of the Issue Price and the number of
Placing Shares such Placee has agreed to take up and the Company
has agreed to allot.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the times and on the basis explained below under
"Registration and Settlement".
9. All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of, amongst other things,
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 and Open Offer
Agreement".
10. 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.
11. To the fullest extent permissible by law, none of the
Company, Numis, Shore Capital or any of their respective affiliates
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise) under these terms and
conditions. In particular, none of the Company, Numis, Shore
Capital or any of their respective affiliates shall have any
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of Numis' or Shore Capital's conduct
of the Placing. Each Placee acknowledges and agrees that the
Company is responsible for the allotment of the Placing Shares to
the Placees and neither Numis nor Shore Capital shall have any
liability to the Placees for the failure of the Company to fulfil
those obligations.
Conditions of the Placing
Numis' and Shore Capital's obligations under the Placing and
Open Offer Agreement are conditional on, inter alia:
(a) the Company allotting, subject only to Admission, the New
Shares in accordance with the Placing and Open Offer Agreement;
(b) Admission taking place not later than 8.00 a.m. on 31
October 2017 or such other time and/or date as may be agreed
between the Company and the Joint Brokers, not being later than
8.30 a.m. on 24 November 2017; and
(c) the passing of the Resolutions at the General Meeting
(without any amendment save as may be approved by the Joint
Brokers).
If (i) any of the conditions contained in the Placing and Open
Offer Agreement is not fulfilled or waived by Numis and Shore
Capital by the time or date where specified (or such later time or
date as the Company, Numis and Shore Capital may agree, not being
later than 8.30 a.m. on 24 November 2017 (the "Final Date"), or
(ii) the Placing and Open Offer Agreement is terminated as
described below, the Placing and Open Offer will lapse and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
The Joint Brokers may, in their absolute discretion, waive, or
extend the period (up to the Final Date) for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing and Open
Offer Agreement, save that the condition relating to Admission
taking place may not be waived and the period for compliance with
such conditions may not be extended. Any such extension or waiver
will not affect Placees' commitments as set out in this
Announcement.
Neither Numis, Shore Capital nor the Company shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
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 each of Numis and Shore Capital.
Right to terminate under the Placing and Open Offer
Agreement
Either of the Joint Brokers may in their absolute discretion, at
any time before Admission and after such consultation with the
Company and the other Joint Broker as the circumstances allow,
terminate the Placing and Open Offer Agreement by giving notice to
the Company in certain circumstances, including, inter alia:
(a) in the opinion of the Joint Broker (acting in good faith),
the warranties given by the Company to Numis and Shore Capital are
not true and accurate or have become misleading (or would not be
true and accurate or would be misleading if they were repeated at
any time before Admission) by reference to the facts subsisting at
the time when the notice referred to above is given, in each case
in a way that is material in the context of the Placing and Open
Offer; or
(b) in the opinion of the Joint Broker (acting in good faith),
the Company fails to comply with any of its obligations under the
Placing and Open Offer Agreement and that failure is material in
the context of the Placing and Open Offer; or
(c) in the opinion of the Joint Broker (acting in good faith),
there has been a development or event (or any development or event
involving a prospective change which will or is reasonably likely
to have a material adverse effect on or affecting the operations,
the condition (financial or otherwise), prospects, management,
results of operations, financial position, business or general
affairs of the Company or the Group respectively whether or not
foreseeable and whether or not arising in the ordinary course of
business, which in each case is material in the context of the
Placing and Open Offer; or
(d) there has been a change in national or international
financial, political, economic or stock market conditions (primary
or secondary); an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law or any other calamity
or crisis; a suspension or material limitation in trading of
securities generally on any stock exchange; any change in currency
exchange rates or exchange controls or a disruption of settlement
systems or a material disruption in commercial banking, in each
case as would be likely in the opinion of the Joint Broker (acting
in good faith) to prejudice the success of the Placing and/or Open
Offer.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing and Open Offer Agreement and will not be subject to
termination by the Placee or any prospective Placee at any time or
in any circumstances. By participating in the Placing, Placees
agree that the exercise by Numis and Shore Capital of any right of
termination or other discretion under the Placing and Open Offer
Agreement shall be within the absolute discretion of Numis and
Shore Capital, and that they need not make any reference to Placees
and that Numis and Shore Capital shall have no liability to Placees
whatsoever in connection with any such exercise or decision not to
exercise. Placees will have no rights against Numis, Shore Capital,
the Company or any of their respective directors or employees under
the Placing and Open Offer Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended).
No admission document or prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require an admission document or prospectus in the United
Kingdom or in any other jurisdiction. No offering document,
admission document or prospectus has been or will be submitted to
be approved by the FCA or submitted to the London Stock Exchange in
relation to the Placing and Open Offer, and Placees' commitments
will be made solely on the basis of the information contained in
the Announcement (including this Appendix in relation to the
Placing Shares) and the Exchange Information (as defined further
below). Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company, Numis, Shore Capital or any other
person and neither Numis, Shore Capital, the Company nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by Numis, Shore Capital, the Company, or their
respective officers, directors, employees or agents. 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. Neither the Company,
Numis nor Shore Capital are making any undertaking or warranty to
any Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: BMG7
371X 1065) following Admission will take place within CREST
provided that, subject to certain exceptions, Numis and Shore
Capital reserve the right to require settlement for, and delivery
of, Depositary Interests representing the Placing Shares (or a
portion thereof) to Placees by such other means that it deems
necessary if delivery or settlement is not possible or practicable
within CREST within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in any
Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation or contract note stating the number of Placing
Shares allocated to it at the Issue Price, the aggregate amount
owed by such Placee to the relevant Joint Broker (as agent for the
Company) and settlement instructions. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with either the CREST or certificated
settlement instructions that it has in place with the relevant
Joint Broker.
It is expected that settlement in respect of the Placing Shares
will be on 31 October 2017 on a T+26 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 Joint Brokers.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the relevant Joint Broker may sell any or all of
the Placing Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for the relevant Joint Broker's
account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify
the relevant Joint Broker (as agent for the Company) on demand for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares to the
relevant Joint Broker, each Placee confers on the relevant Joint
Broker all such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which the
relevant Joint Broker lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and the Joint
Brokers, namely that, each Placee (and any person acting on such
Placee's behalf):
1. represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
subscription of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Ordinary Shares are admitted to trading
on AIM and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
(collectively "Exchange Information"), which includes a description
of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that the
Placee is able to obtain or access such information or comparable
information concerning any other publicly traded company without
undue difficulty;
4. acknowledges that none of Numis, Shore Capital, the Company
nor any of their respective affiliates or any person acting on
behalf of any of them has provided it, and will not provide it,
with any material regarding the Placing Shares or the Company other
than this Announcement; nor has it requested any of Numis, Shore
Capital, the Company, their respective affiliates or any person
acting on behalf of any of them to provide it with any such
information and has read and understood the Exchange
Information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Joint Brokers, their respective affiliates or any person acting on
its or their behalf has or shall have any liability for any
information, representation or statement contained in this
Announcement or any information previously or concurrently
published by or on behalf of the Company, and will not be liable
for any Placee's decision to participate in the Placing based on
any information, representation or statement contained in this
Announcement or 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
acquire the Placing Shares is contained in this Announcement and
any Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made
by Numis, Shore Capital. the Company or any of their respective
directors, officers or employees or any person acting on behalf of
any of them, or, if received, it has not relied upon any such
information, representations, warranties or statements (including
any management presentation that may have been received by any
prospective Placee or any material prepared by the respective
Research Department of Numis or Shore Capital (the views of such
Research Departments not representing and being independent from
those of the Company and the respective Corporate Finance
Department of Numis or Shore Capital and not being attributable to
the same)), and neither Numis, Shore Capital nor 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. Each Placee further
acknowledges and agrees that it may not place the same degree of
reliance on this Announcement as it may otherwise place on a
prospectus or admission document. Each Placee further acknowledges
and agrees that it has relied solely on its own investigation of
the business, financial or other position of the Company in
deciding to participate in the Placing and it will not rely on any
investigation that Numis, Shore Capital, their affiliates or any
other person acting on its or their behalf has or may have
conducted;
6. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that the Joint Brokers do not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that the Joint Brokers are not acting for them or
their clients and that the Joint Brokers will not be responsible
for providing protections to it or its clients;
8. acknowledges that none of Numis, Shore Capital nor any of
their affiliates or any person acting on behalf of them has or
shall have any liability for the Exchange Information, any publicly
available or filed 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;
9. neither Numis, Shore Capital, the ultimate holding company of
Numis or Shore Capital nor any direct or indirect subsidiary
undertakings of such holding company, nor any of their respective
directors and employees shall be liable to Placees for any matter
arising out of Numis' and Shore Capital's role as placing agents or
otherwise in connection with the Placing and that where any such
liability nevertheless arises as a matter of law each Placee will
immediately waive any claim against any of such persons which it
may have in respect thereof;
10. represents and warrants that (i) it is not in the United
States and (ii) it is not acting for the account or benefit of a
person in the United States;
11. acknowledges that the Placing Shares are being offered and
sold only pursuant to Regulation S under the Securities Act in a
transaction not involving a public offering of securities in the
United States and the Placing Shares have not been and will not be
registered under the Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, and that the offer and sale of the Placing
Shares to it has been made outside of the United States in an
'offshore transaction' (as such term is defined in Regulation S
under the Securities Act) and agrees not to reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and otherwise in
accordance with any applicable securities laws of any state or
jurisdiction of the United States;
12. unless otherwise specifically agreed in writing with the
Joint Brokers, represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of
Canada, Australia, New Zealand, Japan or the Republic of South
Africa;
13. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Canada,
Australia, New Zealand, Japan or the Republic of South Africa and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within those jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
15. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and Part VIII of
FSMA; (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering
Regulations 2017; and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (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 and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to the Joint Brokers such evidence, if
any, as to the identity or location or legal status of any person
which the Joint Brokers may request from it in connection with the
Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise) in the form and manner
requested by the Joint Brokers on the basis that any failure by it
to do so may result in the number of Placing Shares that are to be
purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as the Joint Brokers may decide
in their sole discretion;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of the Joint Brokers has
been given to the offer or resale;
17. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive (including any relevant implementing
measure in any member state);
18. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
19. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
20. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with the Joint Brokers in writing,
represents and warrants that it is a Qualified Investor within the
meaning of the Prospectus Directive;
21. if in the United Kingdom, represents and warrants that it is
a person (i) who has professional experience in matters relating to
investments falling within Article 19(1) of the Order; (ii) falling
within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc.") of the Order; or (iii) to whom
this Announcement may otherwise be lawfully communicated;
22. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
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
Appendix) and will honour such obligations;
23. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Placing Shares for each
managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by the Joint Brokers;
24. undertakes that it (and any person acting on its behalf)
will make payment to the relevant Joint Broker for the Placing
Shares allocated to it in accordance with this Announcement on the
due time and date set out herein, failing which the relevant
Placing Shares may be placed with other subscribers or sold as the
relevant Joint Broker may in its sole discretion determine and
without liability to such Placee and it will remain liable and will
indemnify the relevant Joint Broker on demand for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear the liability for
any stamp duty or stamp duty reserve tax or security transfer tax
(together with any interest or penalties due pursuant to or
referred to in these terms and conditions) which may arise upon the
placing or sale of such Placee's Placing Shares on its behalf;
25. acknowledges that none of Numis, Shore Capital, any of their
affiliates, or 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 treated for these purposes as
a client of either Numis or Shore Capital and that Numis and Shore
Capital do not have any 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 and Open Offer Agreement nor for the
exercise or performance of any of their rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
26. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Numis, Shore Capital
nor the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company, Numis and Shore Capital in respect of the
same on the basis that the Depositary Interests representing
Placing Shares will be credited to the CREST stock account of the
relevant Joint Broker who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
27. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement 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 (including non-contractual
matters) 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, Numis or Shore Capital 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;
28. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
29. agrees that the Company, Numis, Shore Capital and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Numis on its
own behalf, to Shore Capital on its own behalf and on behalf of the
Company and are irrevocable and are irrevocably authorised to
produce this Announcement or a copy thereof to any interested party
in any administrative or legal proceeding or official inquiry with
respect to the matters covered hereby;
30. agrees to indemnify on an after-tax basis and hold the
Company, Numis, Shore Capital 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;
31. acknowledges that no action has been or will be taken by any
of the Company, Numis, Shore Capital or any person acting on behalf
of the Company, Numis or Shore Capital 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;
32. acknowledges that it is an institution that 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 in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are 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 associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
33. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
34. acknowledges that Numis, Shore Capital or any of their
affiliates acting as an investor for their own account may take up
shares in the Company and in that capacity may retain, purchase or
sell for its own account such shares and may offer or sell such
shares other than in connection with the Placing;
35. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation; and
36. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Numis, Shore
Capital and the Company and are irrevocable and shall not be
capable of termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company, Numis
nor Shore Capital will be responsible, and the Placee to whom (or
on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company, Numis and Shore Capital in the event that any
of the Company, Numis or Shore Capital has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify Numis
and Shore Capital accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that each of Numis and Shore Capital do not owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing and Open Offer Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that each of Numis, Shore Capital or any of
their 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 Joint Brokers, any money held in an account with
the relevant Joint Broker on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the relevant
Joint Broker's money in accordance with the client money rules and
will be used by the relevant Joint Broker in the course of its own
business and the Placee will rank only as a general creditor of the
relevant Joint Broker.
All times and dates in this Announcement may be subject to
amendment. The Joint Brokers shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall
admit, in the Announcement:
'Admission' means the admission of all the New Shares to trading
on AIM becoming affective in accordance with the AIM Rules;
'AIM' means the market of that name operated by the London Stock
Exchange;
'AIM Rules' means the provisions of the London Stock Exchange's
AIM Rules for Companies as amended from time to time governing,
inter alia, admission to AIM and the continuing obligations of AIM
companies;
'Announcement' means this announcement (including the Appendix
to this announcement) relating to the Placing and Open Offer;
'Company' means Randall & Quilter Investment Holdings
Limited;
'CREST' means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in the CREST Regulations);
'CREST Regulations' means the Uncertificated Securities
Regulations 2001 (SI 2001/3755) as amended from time to time;
'Depositary Interests' means the dematerialised depositary
interests issued in CREST in respect of Ordinary Shares;
'Directors' means the directors of the Company as at the date of
this Announcement;
'Excluded Overseas Shareholders' means Shareholders with
registered addresses in a Restricted Jurisdiction;
'FCA' means the Financial Conduct Authority of the United
Kingdom;
'FSMA' means the Financial Services and Markets Act 2000 (as
amended);
'General Meeting' means the general meeting of the Company to be
convened at 11.00 a.m. on 30 October 2017 (or any adjournment
thereof);
'Issue Price' means 129 pence per Placing Share and per Open
Offer Share;
'Joint Brokers' means Numis and Shore Capital;
'London Stock Exchange' means London Stock Exchange plc;
'New Shares' means, together, the Placing Shares and the Open
Offer Shares;
'Notice of General Meeting' means the notice of the General
Meeting to be convened for the purposes of considering the
Resolutions;
'Numis' means Numis Securities Limited, registered in England
and Wales with company number 2285918, whose registered office is
at The London Stock Exchange Building, 10 Paternoster Square,
London EC4M 7LT;
'Open Offer' means the invitation to Qualifying Shareholders to
apply to subscribe for Open Offer Shares at the Issue Price on the
terms and subject to the conditions set out in the Circular;
'Open Offer Shares' means up to 3,309,117 Ordinary Shares to be
issued to certain Shareholders who have agreed to subscribe for
such Ordinary Shares pursuant to the Open Offer;
'Ordinary Shares' means the ordinary shares of par value two
pence each in the capital of the Company, and includes, the
Depositary Interests in respect of such shares;
'Placee' means any person (including individuals, funds or
otherwise) who are to subscribe for Placing Shares pursuant to the
Placing;
'Placing' means the proposed conditional firm placing of the
Placing Shares by the Joint Brokers, on behalf of the Company, with
Placees, in each case pursuant to the Placing and Open Offer
Agreement;
'Placing and Open Offer Agreement' means the placing agreement
dated 5 October 2017 between the Company and the Joint Brokers in
respect of the Placing and Open Offer;
'Placing Shares' means the 34,883,720 new Ordinary Shares to be
issued to certain investors who have agreed to subscribe for such
Ordinary Shares under the Placing;
'Prospectus Directive' means the Directive of the European
Parliament and of the Council of the European Union 2003/71/EC;
'Qualifying Shareholders' means Shareholders (other than
Excluded Overseas Shareholders);
'Resolutions' means the shareholders resolutions to be proposed
at the General Meeting which if approved would grant authority to
the Directors to allot the New Shares;
'Restricted Jurisdiction' the US, Australia, Canada, Japan, New
Zealand and the Republic of South Africa and any other jurisdiction
in which it would be unlawful to offer the Placing Shares or the
Open Offer Shares, or where the Placing and Open Offer would be
required to be approved by a regulatory body;
'Securities Act' means the US Securities Act of 1933, as
amended;
'Shareholders' means holders of Ordinary Shares whether such
shares are held in certificated form or through Depositary
Interests, as the context so requires;
'Shore Capital' means Shore Capital Stockbrokers Limited,
registered in England and Wales with company number 01850105, whose
registered office is at Bond Street House, 14 Clifford Street,
London W1S 4JU;
'United Kingdom' or 'UK' means the United Kingdom of Great
Britain and Northern Ireland; and
'United States' or 'US' means the United States of America, its
territories and possessions, any state of the United States,
including the District of Columbia, together with other areas that
are subject to the jurisdiction of the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCOKPDKFBDKFKK
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October 05, 2017 04:11 ET (08:11 GMT)
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