TIDMRWS
RNS Number : 8858T
RWS Holdings PLC
18 October 2017
Legal Entity Identifier: LEI213800YGBGTTSKUVK111
For Immediate Release 18 October 2017
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN,
INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
RWS HOLDINGS PLC
("RWS" or the "Company")
PROPOSED EQUITY PLACING
RWS Holdings plc, a world leading provider of intellectual
property support services (patent translations, international
patent filing solutions and searches), commercial translations and
linguistic validation, today announces its intention to undertake
an equity placing of up to 45,000,000 new ordinary shares of 1
pence each in the capital of the Company (the "Placing Shares"),
equivalent to approximately 20 per cent. of the Company's existing
issued share capital (the "Placing"). The Placing, which is
underwritten, is intended to raise gross proceeds of approximately
GBP185m (before expenses) (the "Placing").
Rationale for the Placing and use of proceeds
The Placing is being undertaken to part-fund the Company's
proposed acquisition of the entire issued share capital of Moravia
US Holding Company, Inc. and Moravia Lux Holding Company S.à r.l.
(together "Moravia"), a leading provider of technology-enabled
localisation services (the "Acquisition"), for cash consideration
of US$320m plus working capital and certain other adjustments and
transaction costs, as separately announced by the Company today.
The Acquisition is also being part-funded by a new US$160m term
loan which will refinance the Group's existing facility (the "New
Facility").
The Acquisition is conditional upon, among other things,
completion of the Placing, the financing under the New Facility
being available at completion of the Acquisition, all required U.S.
anti-trust law filings having been completed (and the expiration or
termination of the applicable waiting period under the U.S. HSR
Act), and the Acquisition agreement not being terminated, in each
case, in accordance with the terms of the Acquisition agreement.
Further details of the Acquisition are as set out in the
Acquisition announcement published by the Company today.
The Placing is not conditional upon completion of the
Acquisition. In the event that the Placing completes, but the
Acquisition does not complete, the Company will retain the net
proceeds of the Placing for potential investment opportunities and
general corporate purposes.
The Placing is to be effected by way of a non-pre-emptive
cashbox placing. This structure has been adopted to provide maximum
certainty of funding (and timetable) for the vendor of Moravia, and
therefore maximise the Company's chances of success in a
competitive auction process for Moravia. The Board therefore
believe that the proposed Placing is in the best interests of
shareholders.
Details of the Placing
Numis Securities Limited ("Numis") and Barclays Bank PLC
("Barclays", and together with Numis, the "Joint Bookrunners") are
acting as joint bookrunners 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, such
announcement and the Appendix together being the "Announcement").
The Joint Bookrunners will today commence a bookbuilding process in
respect of the Placing (the "Bookbuilding Process"). The price per
ordinary share at which the Placing Shares (defined below) are to
be placed (the "Placing Price") will be decided at the close of the
Bookbuilding Process. The book will open with immediate effect
following this Announcement. The timing of the closing of the book,
pricing and allocations are at the discretion of the Joint
Bookrunners and the Company. Details of the Placing Price and the
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuilding Process.
The issue of the Placing Shares is to be effected by way of a
cashbox placing. The Company will allot and issue the Placing
Shares on a non-pre-emptive basis to Placees in consideration for
Numis transferring its holdings of redeemable preference shares and
ordinary subscriber shares in a Jersey special purpose vehicle
("Jersey SPV") to the Company. Accordingly, instead of receiving
cash as consideration for the issue of Placing Shares, at
completion of the Placing the Company will own all of the issued
ordinary shares and redeemable preference shares of the Jersey SPV
whose only asset will be its cash reserves, which will represent an
amount approximately equal to the net proceeds of the Placing. The
Placing has been fully underwritten by Joint Bookrunners in
accordance with the terms of the placing agreement entered into
between the Company and the Joint Bookrunners today (the "Placing
Agreement").
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.
If all the Placing Shares are placed, it would represent an
increase of approximately 20 per cent. of the existing issued share
capital of the Company.
Application has been made for the Placing Shares to be admitted
to trading on the AIM market of the London Stock Exchange plc
("Admission"). Admission is expected to take place on or before
8.00 a.m. on 20 October 2017 and settlement for the Placing Shares
is expected to take place on the same date on a T+2 basis. The
Placing is conditional, among other things, upon Admission becoming
effective and the Placing Agreement not being terminated in
accordance with its terms. The Appendix sets out further
information relating to the Bookbuilding Process and the terms and
conditions of the Placing.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this Announcement.
For further information on this Announcement, please
contact:
RWS Holdings plc: +44 (0) 1753 480200
Richard Thompson, Chief Executive
Andrew Brode, Chairman
Numis Securities Limited: +44 (0) 20 7260 1000
Stuart Skinner / Kevin Cruickshank (Nominated Adviser)
Michael Burke (Corporate Broker)
Barclays Bank PLC: +44 (0) 20 7623 2323
Richard Probert / Lawrence Jamieson / Simon McWilliam
MHP Communications: +44 (0) 20 3128 8156
Katie Hunt / Simon Hockridge / Nessyah Hart
Notes to Editors
About RWS
RWS is a world leading provider of intellectual property support
services (patent translations, international patent filing
solutions and searches), a market leader in Life Sciences
translations and linguistic validation as well as a high level
specialist language service provider in other technical areas,
providing for the diverse needs of a blue-chip multinational client
base from Europe, North America and Asia. RWS is based in the UK,
with offices in Europe, the USA, (New York, East Hartford and
Chicago), China, Japan and Australia, and is listed on AIM, the
London Stock Exchange regulated market (RWS.L)
See www.rws.com for further information.
The information contained within this announcement is inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014. Upon the publication of this announcement this inside
information is now considered to be in the public domain. The
person responsible for arranging for the release of this
announcement on behalf of RWS is Richard Thompson, Chief Executive
Officer of RWS.
Regulated Information Classification: Inside information
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE
OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE FOR PLACING
SHARES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
OR MAY BE UNLAWFUL. IN PARTICULAR THE PLACING SHARES REFERRED TO IN
THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION
FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT AND IN EACH CASE, IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. ANY FAILURE TO COMPLY WITH
THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF SUCH JURISDICTION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, TO PERSONS WHO ARE
QUALIFIED INVESTORS AS DEFINED IN SECTION 2(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMED ("QUALIFIED INVESTORS"),
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND
INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER
STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, TO
QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); (II) 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; AND (C) IN THE UNITED STATES, TO A LIMITED NUMBER OF
"QUALIFIED INSTITUTIONAL BUYERS" ("QIBS") AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT (ALL SUCH PERSONS IN (A), (B) OR (C)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE PLACING SHARES ARE BEING OFFERED AND SOLD (A) IN THE UNITED
STATES ONLY TO QIBS IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND (B)
OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN
THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR TO ACQUIRE ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD
CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND
PROJECTIONS WITH RESPECT TO ANTICIPATED FUTURE PERFORMANCE OF THE
GROUP ("FORWARD-LOOKING STATEMENTS") WHICH REFLECT VARIOUS
ASSUMPTIONS CONCERNING ANTICIPATED RESULTS TAKEN FROM THE GROUP'S
CURRENT BUSINESS PLAN OR FROM PUBLIC SOURCES WHICH MAY OR MAY NOT
PROVE TO BE CORRECT. THESE FORWARD LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE
TERMS "ANTICIPATES", "TARGET", "BELIEVES", "ESTIMATES", "EXPECTS",
"INTS", "MAY", "PLANS", "PROJECTS", "SHOULD" OR "WILL", OR, IN EACH
CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY
OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE
EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING STATEMENTS REFLECT
CURRENT EXPECTATIONS BASED ON THE CURRENT BUSINESS PLAN AND VARIOUS
OTHER ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES
AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE PERFORMANCE OR
RESULTS AND WILL NOT NECESSARILY BE ACCURATE INDICATIONS OF WHETHER
OR NOT SUCH RESULTS WILL BE ACHIEVED. AS A RESULT, PROSPECTIVE
INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO
THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS
GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE OF SUCH STATEMENTS AND, EXCEPT
AS REQUIRED BY THE FINANCIAL CONDUCT AUTHORITY (THE "FCA"), THE
LONDON STOCK EXCHANGE, THE AIM RULES FOR COMPANIES (THE "AIM
RULES") OR APPLICABLE LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO
UPDATE OR REVISE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER
AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. NO
STATEMENT IN THIS ANNOUNCEMENT IS INTED TO BE A PROFIT FORECAST AND
NO STATEMENT IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN
THAT EARNINGS PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE
FINANCIAL YEARS WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL
PUBLISHED EARNINGS PER SHARE OF THE COMPANY.
In this Appendix, unless the context requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has
been invited to, and who chooses to, participate in the Placing and
by whom or on whose behalf a commitment to acquire Placing Shares
has been given.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company, Barclays Bank PLC
("Barclays") or Numis Securities Limited ("Numis" and together with
Barclays the "Banks")), the Company's nominated adviser, or any of
their respective affiliates (within the meaning of Rule 405 under
the Securities Act)("Affiliates") or any of such persons'
directors, officers or employees or any other person as to the
accuracy, completeness or fairness of the information or opinions
contained in this Announcement and no liability whatsoever is
accepted by the Company, the Banks or any of such persons'
Affiliates, directors, officers or employees or any other person
for any loss howsoever arising, directly or indirectly, from any
use of such information or opinions or otherwise arising in
connection therewith
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada. The offering of the Placing Shares is being
made on a private placement basis only and is exempt from the
requirement that the Company prepare and file a prospectus with the
relevant securities regulatory authorities in Canada. No offer of
securities is made pursuant to this Announcement in Canada except
to a person who has represented to the Company and the Joint
Bookrunners that such person (i) is purchasing as principal, or is
deemed to be purchasing as principal in accordance with applicable
Canadian securities laws, for investment only and not with a view
to resale or redistribution; (ii) is an "accredited investor" as
such term is defined in section 1.1 of National Instrument 45-106
Prospectus Exemptions or, in Ontario, as such term is defined in
section 73.3(1) of the Securities Act (Ontario); and (iii) is a
"permitted client" as such term is defined in section 1.1 of
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations. Any resale of the Placing
Shares acquired by a Canadian investor in this offering must be
made in accordance with applicable Canadian securities laws, which
may vary depending on the relevant jurisdiction, and which may
require resales to be made in accordance with Canadian prospectus
requirements, a statutory exemption from the prospectus
requirements, in a transaction exempt from the prospectus
requirements or otherwise under a discretionary exemption from the
prospectus requirements granted by the applicable local Canadian
securities regulatory authority. These resale restrictions may
under certain circumstances apply to resales of the Placing Shares
outside 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, and nor
will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Japan or 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 Australia, Japan or South Africa or any
other jurisdiction outside the United Kingdom or to, or for the
account or benefit of any national, resident or citizen of
Australia, Japan or South Africa. No public offering of the Placing
Shares is being made in any jurisdiction.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (the "Corporations Act") or a
product disclosure statement under Chapter 7 of the Corporations
Act and will not be lodged with the Australian Securities and
Investments Commission. No offer of securities is made pursuant to
this Announcement in Australia except to a person who is (i) either
a "sophisticated investor" within the meaning of section 708(8) of
the Corporations Act or a "professional investor" within the
meaning of section 9 and section 708(11) of the Corporations Act;
and (ii) a "wholesale client" for the purposes of section 761G(7)
of the Corporations Act (and related regulations) who has complied
with all relevant requirements in this respect. No Placing Shares
may be offered for sale (or transferred, assigned or otherwise
alienated) to investors in Australia for at least 12 months after
their issue, except in circumstances where disclosure to investors
is not required under Part 6D.2 of the Corporations Act.
No prospectus or admission document will be made available in
connection with the matters contained in this Announcement and no
such prospectus or admission document is required (in accordance
with the Prospectus Directive or the AIM Rules, respectively) to be
published. All offers of the Placing Shares will be made pursuant
to an exemption under the Prospectus Directive from the requirement
to produce a prospectus. This Announcement is being distributed to
persons in the United Kingdom only in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Banks, 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. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation,
nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. 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
Barclays is authorised in the United Kingdom by the Prudential
Regulatory Authority (the "PRA") and regulated by the FCA and the
PRA. Numis is authorised and regulated in the United Kingdom by the
FCA. Each of the Banks is acting exclusively for the Company and no
one else in connection with the Placing and they will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients nor for providing
advice in relation to the Placing and/or any other matter referred
to in this Announcement.
This Announcement is being issued by and is the sole
responsibility of the Company. 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
Banks (apart from the responsibilities or liabilities that may be
imposed by the FSMA or the regulatory regime established
thereunder) or by any of their respective affiliates or agents or
by any of their respective directors, officers, employees,
advisers, representatives or shareholders (collectively,
"Representatives") for the contents of the information contained in
this Announcement, or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of the Banks or any of their respective affiliates or by
any of their respective Representatives in connection with the
Company, the Placing Shares or the Placing and any responsibility
and liability whether arising in tort, contract or otherwise
therefore is expressly disclaimed. Each of the Banks and each of
their respective affiliates accordingly disclaim all and any
liability, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other
information contained in this Announcement and no representation or
warranty, express or implied, is made by the Banks or any of their
respective affiliates as to the accuracy, fairness, verification,
completeness or sufficiency of the information contained in this
Announcement and nothing in this Announcement is, or shall be
relied upon as, a promise or representation in this respect,
whether as to the past or future. 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
the Banks.
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.
This Announcement does not constitute a recommendation
concerning any investors' options with respect to the Placing.
Investors and prospective investors should conduct their own
investigation, analysis and evaluation of the business and data
described in this Announcement. The price and value of securities
can go down as well as up. Past performance is not a 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.
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 the Banks.
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 of the London Stock Exchange plc.
1. Details of the placing
1.1 Barclays and Numis have today entered into an agreement with
the Company (the "Placing Agreement") under which, subject to
certain conditions, Barclays and Numis, as agents for and on behalf
of the Company, have agreed to use their reasonable endeavours to
procure placees ("Placees") for the Placing Shares at a price to be
determined following completion of the Bookbuilding Process (as
defined below) or, failing which, to acquire as principal for the
Placing Shares.
1.2 The Placing Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive dividends and other
distributions declared or made after the date of issue of the
Placing Shares. The issue of the Placing Shares is to be effected
by way of a cashbox placing. The allotment and issue of the Placing
Shares will be made by the Company to Placees in consideration for
the transfer to the Company of certain shares in a
Jersey-incorporated subsidiary of the Company ("JerseyCo").
1.3 The Company has agreed with the Banks to a 90 day lock-up
from Admission, subject to certain exceptions.
2. applications for admission to trading
2.1 Application will be made to the London Stock Exchange for
admission to trading of the Placing Shares on its AIM market.
2.2 It is expected that Admission will become effective on or
around 8.00 a.m. on 20 October 2017 ("Admission") and that dealings
in the Placing Shares will commence at that time.
3. participation in, and principal terms of, the Placing
3.1 The Banks are acting as joint bookrunners and agents for the
Company in connection with the Placing, Application and
Admission.
3.2 Commencing today, the Banks are conducting an accelerated
bookbuilding process (the "Bookbuilding Process") to determine
demand for participation in the Placing. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. The Banks will be entitled to effect
the Placing by such alternative method to the Bookbuilding Process
as they may in their sole discretion determine.
3.3 Participation in the Placing is only available to persons
who may lawfully be, and are invited to participate in it by the
Banks. Each Bank and its affiliates are each entitled to
participate in the Placing and the Bookbuilding Process as
principal.
3.4 The Bookbuilding Process will establish a single price per
Placing Share payable to the Banks by all Placees whose bids are
successful (the "Placing Price"). The Placing Price and the number
of Placing Shares to be issued will be agreed between the Banks and
the Company following completion of the Bookbuilding Process. Any
discount to the market price of the Ordinary Shares will be
determined in accordance with the AIM Rules. The Placing Price and
the number of Placing Shares will be announced on the Regulatory
Information Service ("RIS") following completion of the
Bookbuilding Process (the "Pricing Announcement").
3.5 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 same time, on the basis explained below under
"Registration and Settlement."
3.6 All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement."
3.7 The Bookbuilding Process is expected to close no later than
6.00 p.m. today, but at the sole discretion of the Banks the timing
of the closing of the books, pricing and allocations may be
accelerated or delayed. The Banks may, in agreement with the
Company, accept bids that are received after the Bookbuilding
Process has closed. The Company reserves the right (upon agreement
with the Banks) to reduce or seek to increase the amount to be
raised pursuant to the Placing in its absolute discretion.
3.8 Any person who has been invited and wishes to participate in
the Bookbuilding Process should communicate their bid by telephone
to their usual sales contact at either Bank. Each bid should state
the number of Placing Shares which the prospective Placee wishes to
acquire at either the Placing Price which is ultimately established
by the Company and the Banks or at prices up to a price limit
specified in its bid.
3.9 Each of the Banks reserves the right not to accept bids or
to accept bids in part rather than in whole, on the basis of
allocations determined in the Banks' sole discretion (after
consultation with the Company) and may scale down any bids for this
purpose on such basis as they may determine. The acceptance of the
bids shall be at the Banks' absolute discretion. The Banks may
also, notwithstanding paragraphs 3.7 and 3.8 above, subject to the
prior consent of the Company (i) allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time; and (ii) allocate Placing Shares after the Bookbuilding
process has closed to any person submitting a bid after that
time.
3.10 A bid in the Bookbuilding Process will be made on the terms
and conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent
of the Banks, will not be capable of variation or revocation after
the time at which it is submitted.
3.11 Each prospective Placee's allocation will be determined by
the Banks in their sole discretion (after consultation with the
Company) and confirmed orally by one of the Banks following the
close of the Bookbuilding Process. That oral confirmation shall
constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) to acquire the
number of Placing Shares allocated to it at the Placing Price on
the terms and subject to the conditions set out in this Appendix
and in accordance with the Company's articles of association and
each Placee will be deemed to have read and understood this
Announcement (including this Appendix) in its entirety.
3.12 Each prospective Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by one of the
Banks. The terms of this Appendix will be deemed incorporated by
reference therein.
3.13 Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Bank, to
pay as principal to that Bank (or as it may direct) in cleared
funds immediately on the settlement date an amount equal to the
product of the Placing Price and such number of Placing Shares that
such Placee has agreed to acquire and the Company has agreed for
allot and issue to that Placee.
3.14 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.
3.15 To the fullest extent permissible by law, neither of the
Banks nor any of their affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither of the Banks nor any
of their affiliates (as defined below) shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
in respect of the Banks' conduct of the Bookbuilding Process or of
such alternative method of effecting the Placing as the Banks and
the Company may determine.
3.16 To the fullest extent permitted by law and applicable FCA
rules, neither (i) Barclays, (ii) Numis, (iii) any of Barclays' or
Numis' directors, officers, employees or consultants, or (iv) to
the extent not contained with (i) to (iii), any person connected
with Barclays or Numis as defined in FSMA ((i) to (iv) being
together "affiliates" and individually an "affiliate"), shall have
any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any person other than the
Company in respect of the Placing.
4. Conditions of the placing
4.1 Barclays' and Numis' obligations under the Placing Agreement
in respect of the Placing Shares are conditional on, amongst other
things:
4.1.1 the warranties in the Placing Agreement being true and
accurate and not misleading on and as of the date of the Placing
Agreement and again at Admission by reference to the facts and
circumstances then subsisting on each such date;
4.1.2 the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
4.1.3 the compliance by the Company with certain publication of
announcement obligations (including with respect to this
Announcement);
4.1.4 the compliance by the Company with all its obligations,
and the satisfaction by the Company of all the conditions which are
to be satisfied by it, under the Placing Agreement or under the
terms and conditions of the Placing, in each case, in all material
respects and to the extent required to be performed or satisfied on
or prior to Admission;
4.1.5 the New Facility having been entered into by the parties
thereto and remaining in full force and effect and not being
terminated or rescinded before Admission;
4.1.6 the Acquisition Agreement having been duly executed and
becoming binding on the parties thereto and there having been no
material breach of the Acquisition Agreement by any party thereto
or any condition required to be satisfied prior to Admission having
become incapable of being satisfied and having not been waived;
4.1.7 in the sole opinion of the Banks (acting jointly and in
good faith), immediately prior to Admission, there not having been
a material adverse change affecting the Company or the Enlarged
Group (taken as a whole) save for any such material adverse change
which in the opinion of the Banks (acting jointly and in good
faith) would not make it impractical or inadvisable to proceed with
the Placing, the Application or Admission;
4.1.8 the obligations of the Banks under the Placing Agreement
not having been terminated in accordance with its terms prior to
Admission; and
4.1.9 Admission occurring not later than 8:00 a.m. on 20 October
2017 (or such later time and date as the Banks and the Company may
agree not being later than 8:00 a.m. on 1 November 2017).
4.2 If any condition contained in the Placing Agreement becomes
incapable of being fulfilled (or where applicable, waived) or if
all the conditions are not fulfilled (or where applicable waived)
then the Placing Agreement will terminate in accordance with its
terms, the Placing will not proceed and the Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
4.3 The Banks may, acting jointly and in good faith, in their
absolute discretion and upon such terms as they think fit, waive
fulfilment by the Company of all or any of any the conditions in
the Placing Agreement, save that conditions (b) and (f) above
relating to the allotment and issuance of the Placing Shares and
Admission thereof may not be waived. Any such extension or waiver
will not affect the Placees' commitments as set out in this
Announcement.
4.4 Neither the Banks nor the Company shall have any liability
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or the date for
the satisfaction of any condition to the Placing nor for any
decision they may make as to the satisfaction of any condition or
in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of the Banks.
5. termination of the placing agreement
5.1 The Banks may (acting jointly and in good faith), at any
time prior to Admission, terminate the Placing Agreement in respect
of the Placing Shares in accordance with the terms of the Placing
Agreement by giving notice to the Company in certain circumstances,
including a breach of the Company's warranties given to the Banks
in the Placing Agreement, the failure of the Company to comply with
its obligations under the Placing Agreement in all material
respects, a material adverse change in the Group's or the Enlarged
Group's condition or prospects or the occurrence of certain
customary force majeure events which, in the opinion of the Banks
(acting jointly and in good faith), makes it impractical or
inadvisable to proceed with the Placing.
5.2 Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
5.3 By participating in the Placing, Placees agree that the
exercise by the Banks of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Banks and that they need not make any reference
to Placees and that neither the Banks nor the Company (or its
directors, officers or employees) shall have any liability to
Placees whatsoever in connection with any such exercise.
6. Lock-up
6.1 The Company has undertaken that it shall not between the
date of the Placing Agreement and the date falling 90 days after
Admission allot or issue any Ordinary Shares (or any other shares
or securities in the capital of the Company) or issue any options
over Ordinary Shares (or any securities exchangeable for, or
convertible into, Ordinary Shares or other shares or securities in
the capital of the Company save (i) for the issue of any options
pursuant to share option schemes of the Company or for the issue of
Ordinary Shares pursuant to the exercise of any options under such
schemes, (ii) for the issue of Ordinary Shares pursuant to the
exercise of any of the existing warrants issued by the Company or
for the subscription and issued of Ordinary Shares pursuant to any
management incentivization arrangements of the Company (iii) with
the prior written consent of the Banks or (iv) pursuant to any
agreement to which the Company is subject as at the date of the
Placing Agreement.
7. No prospectus
7.1 No offering document or prospectus has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement
(including this Appendix) and the Exchange Information (as defined
below), and subject to the further terms set forth in the contract
note to be provided to individual prospective Placees.
7.2 Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or the Banks or any other person and
neither the Banks nor the Company nor any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation by that person.
8. registration and settlement
8.1 Settlement of transactions in the Placing Shares (ISIN:
GB00BVFCZV34) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. The Banks and the Company reserve
the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees in certificated form if,
in the Banks' and the Company's opinion, delivery or settlement is
not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in any Placee's jurisdiction.
8.2 Following close of the Bookbuilding Process, each Placee
allocated Placing Shares in the Placing will be sent a contract
note trade confirmation stating the number of Placing Shares
allocated to it at the Placing Price, the aggregate amount owed by
such Placee to Numis and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing
CREST or certificated settlement instructions that it has in place
with the Banks.
8.3 The Company will deliver the Placing Shares a CREST account
operated by Numis as agent for the Company and Numis will enter its
delivery (DEL) instruction into the CREST system. Numis will hold
any Placing Shares delivered to this account as nominee for the
Placees. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
8.4 It is expected that settlement will take place on 20 October
2017 on a T+2 basis in accordance with the instructions set out in
the contract note.
8.5 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Numis.
8.6 Each Placee is deemed to agree that, if it does not comply
with these obligations, the Banks may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for and on behalf of the Banks' account
and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall between the net proceeds of such
sale and the placing proceeds of such Placing Shares and will be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of
such Placee's Placing Shares on its behalf.
8.7 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation.
8.8 Insofar as Placing Shares are registered in a Placee's name
or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp
duty reserve tax.
8.9 Placees will not be entitled to receive any fee or
commission in connection with the Placing.
9. representations and warranties
9.1 By submitting a bid and/or participating in the Placing,
each prospective Placee (and any person acting on such prospective
Placee's behalf) irrevocably acknowledges, undertakes, represents,
warrants and agrees (as the case may be) with each Bank (in its
capacity as a joint bookrunner and agent of the Company, in each
case as a fundamental term of its application for Placing Shares)
that:
9.1.1 it has read and understood this Announcement (including
the Appendix) and the Acquisition Announcement in its entirety and
its acquisition of Placing Shares is subject to and based on the
terms and conditions of the Placing as referred to and included in
this Announcement and undertakes not to redistribute or duplicate
this Announcement;
9.1.2 no offering document or prospectus has been prepared in
connection with the Placing and that it has not received and will
not receive a prospectus or other offering document in connection
with the Bookbuilding Process, the Placing or the Placing
Shares;
9.1.3 the Ordinary Shares are listed on AIM and are admitted to
trading on the London Stock Exchange, and the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the London Stock
Exchange and/or the FCA (collectively "Exchange Information"),
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information or comparable information concerning any other publicly
traded company without undue difficulty;
9.1.4 (i) it has made its own assessment of the Company, the
Placing Shares and the terms and conditions of the Placing and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and has satisfied itself that the information is still current;
(ii) neither of the Banks, the Company, any of their respective
affiliates or any person acting on behalf of any of them has
provided, or will provide it, with any material regarding the
Placing Shares in addition to this Announcement; and (iii) it has
not requested Barclays, Numis or the Company or any of their
respective affiliates or any person acting on behalf of any of them
to provide it with any such information;
9.1.5 the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Banks nor any
of their affiliates or any person acting on its or their behalf has
or shall have any liability for any information, representation or
statement contained in this Announcement or any information
previously or concurrently published by or on behalf of the Company
or any other written or oral information made available to or
publicly available or filed information or any representation,
warranty or undertaking relating to the Company, and will not be
liable for its decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement or elsewhere, provided that nothing in this
paragraph shall exclude any liability of any person for fraud;
9.1.6 the only information on which it has relied in committing
itself to acquire Placing Shares is contained in this Announcement
and any Exchange Information and that it has not received or relied
on any information given or any representations, warranties or
statements, express or implied, made by Barclays, Numis or the
Company or any of their affiliates or any person acting on behalf
of any of them and none of Barclays, Numis or the Company, any of
their affiliates or any person acting on behalf of any of them will
be liable for its decision to accept an invitation to participate
in the Placing based on any information, representation, warranty
or statement other than that contained in this Announcement and any
Exchange Information;
9.1.7 it has neither received nor relied on any "inside
information" as defined in the EU Market Abuse Regulation 596/2014
concerning the Company in accepting this invitation to participate
in the Placing and is not purchasing Placing Shares on the basis of
any "inside information";
9.1.8 it has the funds available to pay for the Placing Shares
it has agreed to acquire and acknowledges, agrees and undertakes
that it will pay the total price per Placing Share in accordance
with the terms of this Announcement on the due time and date set
out herein, failing which the relevant Placing Shares may be placed
with other placees or sold at such price as the Banks
determine;
9.1.9 it: (i) is entitled to acquire the Placing Shares under
the laws of all relevant jurisdictions; (ii) has fully observed
such laws; (iii) has the requisite capacity and authority and is
entitled to enter into and to perform its obligations to acquire
Placing Shares and will honour such obligations; and (iv) has
obtained all necessary consents and authorities (including, without
limitation, in the case of any person on whose behalf it is acting,
all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement) to enable it to enter into
the transactions contemplated hereby and to perform its obligations
in relation thereto and, in particular, if it is a pension fund or
investment company it is aware of and acknowledges it is required
to comply with all applicable laws and regulations with respect to
its acquisition of Placing Shares;
9.1.10 unless otherwise specifically agreed with the Banks, it
is not, and any person who it is acting on behalf of is not, and at
the time the Placing Shares are acquired will not be, a resident
of, or with an address in, the United States, Australia, Canada,
Japan or South Africa, and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of the United
States, Australia, Canada, Japan or South Africa and may not be
offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
9.1.11 if in the United Kingdom, it is a person of a kind
described in (i) Article 19(5) (Investment Professionals) and/or
49(2) (high net worth companies etc.) of the Order, and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
9.1.12 it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by the Banks in
their capacity as an authorised person under section 21 of FSMA and
it may not therefore be subject to the controls which would apply
if it was made or approved as financial promotion by an authorised
person;
9.1.13 it is aware of and acknowledges that it has complied with
and will comply with all applicable provisions of FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
9.1.14 if in a Member State of the EEA, it is a Qualified
Investor within the meaning of the Prospectus Directive;
9.1.15 it will not make any offer to the public of the Placing
Shares and has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of section 85(1) of FSMA or
an offer to the public in any other member state of the European
Economic Area within the meaning of the Prospectus Directive (which
includes any relevant implementing measure in any Member State of
the European Economic Area);
9.1.16 it has not been engaged to acquire the Placing Shares on
behalf of any other person who is not a Qualified Investor unless
the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client as described in
section 86(2) of FSMA;
9.1.17 if in the United Kingdom, it is aware of and acknowledges
that it is required to comply and has complied with its obligations
in connection with money laundering under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2007 (the "Regulations") and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations;
9.1.18 if a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, the Placing Shares
acquired 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 EEA other than to Qualified Investors, or in circumstances
in which the prior consent of the Joint Bookrunners has been given
to the proposed offer or resale;
9.1.19 it is aware of the obligations regarding insider dealing
in the Criminal Justice Act 1993, with all applicable provisions of
FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply
with those obligations;
9.1.20 the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that no
instrument under which it acquires Placing Shares (whether as
principal, agent or nominee) would be subject to stamp duty or the
increased rates referred to in those sections and that it, or the
person specified by it for registration as a holder of Placing
Shares, is not participating in the Placing as nominee or agent for
any person or persons to whom the allocation, allotment, issue or
delivery of Placing Shares would give rise to such a liability or
in connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
9.1.21 it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto), if any, payable by it or any other
person on the acquisition by it or them of any of the Placing
Shares or the agreement to acquire the Placing Shares and
acknowledges and agrees that none of Barclays, Numis or the
Company, any of their respective affiliates or any person acting on
behalf of them will be responsible for any liability to stamp duty
or stamp duty reserve tax resulting from a failure to observe this
requirement, including as may arise on a sale of Placing Shares
subsequent to their acquisition by it or them. Each Placee and any
person acting on behalf of such Placee agrees to participate in the
Placing, and agrees to indemnify the Company, Barclays and Numis on
an after--tax basis in respect of the same, on the basis that the
Placing Shares will be allotted to the CREST stock account of Numis
who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions;
neither of the Banks nor 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 its
participation in the Placing is on the basis that it is not and
will not be a client of the Banks and that neither Bank has duties
or responsibilities to it for providing the protections afforded to
its clients or customers under the rules of the FCA, for providing
advice in relation to the Placing, in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of its rights and obligations thereunder, including any rights to
waive or vary any conditions or exercise any termination right;
9.1.22 in order to ensure compliance with the Money Laundering
Regulations 2007, either Bank (for themselves and as agent on
behalf of the Company) or the Company's registrars may, in their
absolute discretion, require verification of its identity. Pending
the provision to Barclays', Numis' or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Barclays' or
Numis' absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form, may be retained at
Numis' or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity the relevant Bank (for itself and as agent
on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, the relevant Bank and/or
the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the
account of the drawee's bank from which they were originally
debited;
9.1.23 Each Bank may, and their affiliates acting as an investor
for its or their own account(s) may acquire and/or purchase Placing
Shares and, in that capacity may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by,
Barclays, Numis and/or any of their respective affiliates acting as
an investor for its or their own account(s). Neither Barclays,
Numis nor the Company intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any
legal or regulatory obligation to do so;
9.1.24 these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and all
non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Company or
Numis in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
9.1.25 the Company and the Banks and their respective affiliates
and others will rely upon the truth and accuracy of the foregoing
agreements, acknowledgements, representations, warranties and
undertakings which are given to the Banks, on its own behalf and on
behalf of the Company, and are irrevocable;
9.1.26 it irrevocably appoints any duly authorised officer of
the Banks as its agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to acquire or purchase upon the
terms of this Announcement;
9.1.27 it will indemnify on an after tax basis and hold the
Company, Barclays, Numis and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, undertakings, agreements
and acknowledgements in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
9.1.28 it has knowledge and experience in financial, business
and international investment matters and is required to evaluate
the merits and risks of subscribing for the Placing Shares; (ii) it
is experienced in investing in securities of this nature and is
aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain a complete loss in
connection with the Placing; and (iii) it has relied upon its own
examination and due diligence of the Company and its associates
taken as a whole, and the terms of the Placing, including the
merits and risks involved and has satisfied itself concerning the
relevant tax, legal, currency and other economic consideration
relevant to its acquisition of Placing Shares;
9.1.29 its commitment to acquire Placing Shares on the terms set
out herein and in the contract note will continue notwithstanding
any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's conduct of the Placing;
9.1.30 neither Bank owes any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
Additional representations and warranties relating to US
securities laws
9.1.31 it understands, and account it represents has been
advised that, (i) the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of
any state or other jurisdiction of the United States and are being
offered in a transaction not involving any public offering in the
United States (ii) the Placing Shares are being offered and sold
pursuant to Regulation S under the Securities Act or in a
transaction exempt, from or not subject to, the registration
requirements under the Securities Act and (iii) the Placing Shares
may not be reoffered, resold, pledged or otherwise transferred
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements under the Securities
Act;
9.1.32 unless it is a QIB in the United States to which the
Placing Shares will be offered on a private placement basis, it,
and any accounts it represents, (i) is, or at the time the Placing
Shares are acquired will be, outside the United States and is not
acquiring the Placing Shares for the account or benefit of any
person located in the United States, unless the instruction to
acquire was received from a person outside the United States and
the person giving such instruction has confirmed that it has the
authority to give such instruction, and that it has investment
discretion over such account, (ii) is acquiring the Placing Shares
in an "offshore transaction" (as defined in, and in accordance with
Regulation S) and (iii) will not offer or sell, directly or
indirectly, any of the Placing Shares except in an "offshore
transaction" as defined in, and in accordance with Regulation S or
in the United States pursuant to an exemption from, or in a
transaction not subject to, the registration requirements under the
Securities Act;
9.1.33 It is not subscriving for any Placing Shares as a result
of (i) any "directed selling efforts" as that term is defined in
Regulation S under the Securities Act or (ii) any form of "general
solicitation or general advertising" within the meaning of
Regulatin D under the Securities Act;
9.1.34 if unable to provide the representation in 9.1.33 above,
it, and any accounts it represents (i) is a QIB, (ii) is acquiring
the Placing Shares for its own account, or for the account managed
on behalf of another QIB, and not with a view to any distribution
within the meaning of the Securities Act or applicable state law
except as set forth below, (iii) if it is acquiring the Placing
Shares as a fiduciary or agent for one or more investor accounts,
each such account is a QIB, has sole investment discretion with
respect to each such account and has full power and authority to
make the acknowledgements, representations, warranties and
agreements herein on behalf of each such account, (iv) understands
and agrees that the Placing Shares are "restricted securities"
within the meaning of Rule 144(a)(3) under the Securities Act and
that the Placing Shares (to the extent they are in certificated
form), unless otherwise determined by the Company in accordance
with applicable law, will bear a legend to that effect in addition
to such other legends as the Company deems necessary or as are
required under applicable law and (v) for so long as the Placing
Shares are "restricted securities" (within the meaning of Rule
144(a)(3) under the Securities Act), it will segregate such Placing
Shares from any other shares that they hold that are not restricted
securities, shall not deposit such shares in any depositary
facility established or maintained by a depositary bank and will
only transfer such Placing Shares in accordance with the foregoing
restrictions;
9.1.35 the Placing Shares will not be reoffered, resold, pledged
or otherwise transferred by it except (i) outside the United States
in an offshore transaction pursuant to Rule 903 or Rule 904 of
Regulation S, (ii) in the United States to a person whom the seller
reasonably believes is a QIB and to whom notice is given that the
offer, sale or transfer is being made in reliance on Rule 144A
under the Securities Act, (iii) pursuant to Rule 144 under the
Securities Act (if available), (iv) to the Company, (v) pursuant to
an effective registration statement under the Securities Act or
(vi) pursuant to another available exemption, if any, from
registration under the Securities Act, in each case in compliance
with all applicable laws;
9.1.36 the Placing Shares may constitute an equity interest in a
passive foreign investment company within the meaning of Section
1297(a) of the United States Internal Revenue Code of 1986, as
amended ("PFIC"), in the current or any future tax year; if the
Company is a PFIC, then US taxable investors may be subject to
adverse US tax consequences in respect of their investment in the
Placing Shares, (ii) neither the Company nor the Banks intend to
assess whether the Placing Shares constitute equity interests in a
PFIC in any taxable year or to provide such information as may be
required to make a "qualified electing fund" election with respect
to the Placing Shares and (iii) it is advised to consult with its
own tax advisors concerning the impact of any legislation, proposed
or enacted, that could affect the application of the PFIC
rules;
9.1.37 if it is a QIB, (i) it has consulted its own independent
advisers or otherwise has satisfied itself concerning, without
limitation, the effects of United States federal, state and local
income tax laws and foreign tax laws generally and the Securities
Act, (ii) it has received all information that it believes is
necessary or appropriate in order to make an investment decision in
respect of the Company and the Placing Shares and (iii) it is aware
and understands that an investment in the Placing Shares involves a
considerable degree of risk and that the Placing Shares have not
been 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;
9.1.38 it will notify any transferee to whom it subsequently
reoffers, resells, pledges or otherwise transfers the Placing
Shares of the foregoing restrictions on transfer; and
9.1.39 no representation has been made as to the availability of
the exemption provided by Rule 144 or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares.
9.2 The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Banks for
themselves and on behalf of the Company and are irrevocable.
9.3 The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company,
Barclays nor Numis will be responsible, and the Placee to whom (or
on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company, Barclays and/or Numis in the event that any
of the Company, Barclays and/or Numis has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify the
relevant Bank accordingly.
9.4 Each Placee and any person acting on behalf of each Placee,
acknowledges and agrees that the Banks 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.
9.5 When a Placee or person acting on behalf of the Placee is
dealing with the Banks, any money held in an account with either
Bank on behalf of the Placee and/or any person acting on behalf of
the Placee will not be treated as client money within the meaning
of the rules and regulations of the FCA made under FSMA. The Placee
acknowledges and agrees that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from the relevant Bank's money in
accordance with the client money rules and will be used by the
relevant Bank in the course of its own business; and the Placee
will rank only as a general creditor of the relevant Bank (as
applicable).
9.6 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
9.7 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.
9.8 All times and dates in this Announcement may be subject to
amendment. Numis shall notify the Placees and any person acting on
behalf of a Placee of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Acquisition Announcement" - the announcement issued by the
Company today in connection with the Transaction
"Company" - RWS Holdings plc
"Enlarged Group" - the Group as enlarged by the Acquisition
"Group" - the Company and its subsidiary undertakings prior to
completion of the Acquisition
"London Stock Exchange" - London Stock Exchange plc
"Ordinary Shares" - ordinary shares of 1 pence each in the
capital of the Company
"Placing" - the conditional placing of the Placing Shares at the
Placing Price by each of the Banks as agent for and on behalf of
the Company pursuant to the terms of the Placing Agreement
"Placing Shares" - Up to 45,000,000 new Ordinary Shares to be
issued in connection with the Placing
"Transaction" - (1) the proposed acquisition by RWS US Holding
Co Inc of the entire issued share capital of Moravia US Holding
Company, Inc, and (2) the proposed acquisition by RWS Overseas Ltd
of the entire issued share capital of Moravia Lux Holding Company,
S.à.r.l.
"UK" or "United Kingdom" - the United Kingdom of Great Britain
and Northern Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEEADEXFAXXFAF
(END) Dow Jones Newswires
October 18, 2017 02:11 ET (06:11 GMT)
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