TIDMSDL
RNS Number : 6999U
SDL PLC
16 July 2018
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR 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 AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).
SDL plc
Acquisition of Donnelley Language Solutions
Proposed ABB Placing to raise up to GBP36.2 million
SDL plc, ("SDL" or the "Company" and, together with its
subsidiaries, the "Group" / LSE: SDL) an international provider of
services in language translation technology and content management,
is pleased to announce that it has agreed to acquire the business
and assets of Donnelley Language Solutions ("DLS") (including the
shares of certain entities in Luxembourg and Spain) on a cash-free,
debt-free basis for a cash consideration of US$77.5 million
(GBP60.1 million) from Donnelley Financial Solutions Inc. (NYSE:
DFIN) and its subsidiaries (the "Acquisition").
SDL proposes that the Acquisition will be funded through the
drawdown on new debt facilities and a proposed placing of up to
8,234,400 new ordinary shares of 1p each in the capital of the
Company (the "Placing Shares"), representing approximately 10 per
cent. of the existing issued share capital of the Company, at a
price of 440p per share (the "Placing Price") to raise gross
proceeds of up to GBP36.2 million (the "Placing").
The Acquisition and the Placing taken together are expected to
be earnings enhancing in the first full year of ownership, being
the year ending 31 December 2019 ("FY19").
The Placing is being conducted by means of an accelerated
bookbuild process ("ABB"), which will be launched immediately
following this Announcement.
Transaction highlights
-- SDL has agreed to acquire DLS, a leading specialist Language
Service and Linguistics Provider, operating in SDL's focus premium
sectors of Financial Services and Life Sciences for US$77.5 million
on a cash-free, debt free basis
-- In the year to 31 December 2017 ("FY17"), DLS delivered
approximately 5 per cent. revenue growth, generating revenues of
US$71.4 million and Adjusted EBITDA of US$5.8 million(1) . Revenue
and profit growth has been delivered to date in the year ending 31
December 2018 ("FY18")
-- The Acquisition will accelerate SDL's Premium Solutions
Strategy, with the majority of DLS' FY17 billings being in the
Financial Services and Life Sciences sectors
-- The Acquisition provides opportunities to generate synergies
through cross selling and the use of machines translation and
linguistic insourcing
-- The consideration for the Acquisition will be funded by a
combination of the proceeds of the Placing and the drawdown of new
debt facilities
-- Placing of up to 8,234,400 Placing Shares at 440p per Placing
Share to be conducted by way of an ABB to raise up to GBP36.2
million
-- The Acquisition and Placing taken together is expected to be
earnings enhancing in the first full year of ownership, being the
year ending 31 December 2019
Adolfo Hernandez, CEO of SDL, commented:
"The acquisition of DLS is aligned with SDL's strategy of
focusing on 'premium' industries and regulated content. The
combination of our businesses will strengthen SDL's market position
in financial services and life sciences, which on a combined basis,
account for approximately 30 per cent. of the language services
market. Together, we will be able to develop more differentiated
industry-focused solutions by leveraging DLS' specialist services
expertise and SDL's technologies. In addition, DLS brings us
further skills and industry presence in Asian markets.
Over time, DLS and SDL will seek to increase cross-selling
across our customer bases and both businesses will be able to
benefit from SDL's investments in Machine Translation, in-house
linguists, 'Helix': our business process automation platform and
administrative efficiencies, to drive margins towards our stated
targets. We are delighted to welcome our new employees and
customers to SDL."
For further information:
SDL plc 01628 410 100
Adolfo Hernandez, CEO
Xenia Walters, CFO
Investec Bank plc ("Investec") 0207 597 5970
David Flin
Neil Coleman
Nplus1 Singer Advisory LLP ("N+1 Singer") 020 7496 3000
Shaun Dobson
Ben Farrow
FTI Consulting 0203 727 1000
Edward Bridges
Emma Hall
Acquisition of DLS and proposed ABB placing to raise up to
GBP36.2 million
1. Introduction
SDL plc an international provider of services in language
translation technology and content management, is pleased to
announce that it has agreed to acquire the business and assets of
DLS (including the shares of certain entities in Luxembourg and
Spain) on a cash free, debt free basis for a cash consideration of
US$77.5 million (GBP60.1 million) from Donnelley Financial
Solutions Inc. (NYSE: DFIN) and its subsidiaries.
SDL also announces the Placing of up to 8,234,400 Placing Shares
at a price of 440p per Placing Share to raise up to GBP36.2 million
to part fund the Acquisition. The Placing will be conducted by way
of an ABB by Investec and N+1 Singer, acting as joint bookrunners
(the "Joint Bookrunners"). The ABB will open immediately following
the release of this Announcement and the Appendix to this
Announcement contains the terms and conditions of the Placing.
SDL proposes that the consideration for the Acquisition will be
part funded through the net proceeds of the Placing. The balance of
the consideration for the Acquisition will be funded from the
drawdown of part of the Group's new GBP70 million five year
multi-currency banking facility with HSBC UK Bank plc and Lloyds
Bank plc entered into in connection with the Acquisition.
2. Background to and reasons for the Acquisition and Placing
DLS is a growing and profitable business, with a majority of its
billings in FY17 being in the Financial Services and Life Sciences
sectors. Accordingly, SDL believes that the Acquisition will
accelerate its premium solutions strategy as well as creating a
platform for generating business in other regulated industries.
Furthermore, the Directors believe that SDL and DLS have
complementary business models, offerings and client bases. The
Acquisition of DLS will enable the combination of DLS' industry
expertise with SDL's technology solutions (including Machine
Translation), in-house linguists and scale. There is also a low
customer overlap between the two businesses, with only
approximately US$3 million of DLS' revenues in FY17 generated with
clients that are also clients of SDL(2) .
The combination of SDL and DLS provides the opportunity to
generate synergies, which SDL believe can be realised across four
main areas:
Cross-selling
Over time there is an opportunity to generate additional revenue
through selling SDL's technology to DLS' clients as well as selling
DLS' services to SDL's clients. A three year master purchase and
referral agreement with Donnelley Financial Solutions Inc. has been
entered into as part of the Acquisition.
Gross margin
DLS' like-for-like(3) gross margin for FY17 was 35.1 per cent.
(based on like-for-like gross profit of US$25.1 million) while for
the same period SDL's gross margin in the Language Services segment
was 40.5 per cent. SDL believes its own Language Services gross
margin reflects a higher use of Machine Translation and linguistic
insourcing, combined with lower project management costs as a
percentage of Language Services revenues.
Accordingly, there is the opportunity to increase the use of
Machine Translation and in-sourced translation, and to adopt SDL's
automation programme, 'Helix', in the long term.
Staff overhead
In FY17 DLS' staff overhead costs were US$25.4 million(4) .
Post-Acquisition there will be the opportunity to improve the
overall efficiency of the organisation.
Occupancy costs
In FY17 DLS' occupancy costs were US$4.4 million(5) . Following
the Acquisition, SDL will look to consolidate the number of offices
that DLS operates by combining offices where there is an overlap
with SDL's existing office locations, which is the case in seven
locations.
The Acquisition will also provide SDL with a number of new
geographic locations, notably in London, New York and Hong Kong,
reflecting DLS' financial services focus. In addition, DLS has
developed a multi-function centre in Madrid with over 100
employees.
SDL plans to optimise its geographic and facilities footprint,
looking to use the most appropriate locations and centres for the
longer term.
3. Information on DLS
DLS was established in 2002 within R.R. Donnelley. In 2013 DLS
became a division of Donnelley Financial Solutions Inc., providing
translation, creation and management of content services. Donnelley
Financial Solutions Inc.'s business, including DLS, was demerged
from R.R Donnelley in 2016.
DLS has approximately 400 employees and utilises freelancers and
third-party agencies to provide its translation work. It operates
from 15 countries across North America, Europe and Asia, including
offices in key financial locations including London, New York and
Hong Kong.
The majority of DLS' FY17 billings were in the Financial
Services and Life Sciences sectors, which accounted for 38 per
cent. and 32 per cent. of FY17's billing respectively. The
remainder of the DLSs FY17 billings were in the Corporate
Communications (24 per cent.) and Legal & Institutional (6 per
cent) sectors.
In FY17 DLS served over 1,800 customers with the top 25
customers generating approximately 50 per cent. of billings(6) . In
FY17 the top 50 customers accounted for 62.3 per cent. of total
billings with the largest customer accounting for 17.5 per
cent.
In FY17, DLS generated revenues of US$71.4 million and was
break-even at profit before taxation after the allocation of
corporate costs and back office costs(7) . Adjusted EBITDA for the
same period was US$5.8 million(1) . As at 31 December 2017 DLS had
gross assets of US$36.1 million.
4. Integration
SDL has put in place a detailed integration plan across IT,
Finance, HR, Facilities, Marketing, Product and Legal departments.
This will be led by SDL's experienced in-house integration project
management team, who will be supported by DLS' management team.
It is intended that SDL will initially adopt a 'Lift and Shift'
approach, reflecting a focus on continuity in the first six months
for both DLS' employees and clients. A short-term transitional
service agreement has been agreed with Donnelley Financial
Solutions Inc. to provide IT, Finance and Facilities support
immediately following completion of the Acquisition. From the start
of FY19 DLS will begin to be more integrated in SDL's existing
business.
As part of the Acquisition, Christophe Djaouani, currently
Senior VP and Managing Director of DLS, and Nicolas Bosovsky,
currently VP and Managing Director - Global Operations of DLS are
expected to join SDL as Senior Vice President and VP, Operations
respectively.
Additionally, SDL has entered into a 3 year master purchase and
referral agreement with Donnelley Financial Solutions Inc., which
encompasses the mutual re-selling of services by SDL and Donnelley
Financial Solutions Inc. on a worldwide basis. This agreement will
allow Donnelley Financial Solutions to continue to offer Language
Solutions to its existing and future client base, supplied by
SDL.
5. SDL's current trading
At the time of its Annual General Meeting held on 26 April 2018,
SDL confirmed that trading in the first quarter of FY18 was in line
with management expectations and that it had now signed the
majority, by value, of the license deals that (as previously
reported) had slipped from FY17.
The Board of SDL can also confirm that trading to the end of May
2018 has also been in line with management expectations and that
the outlook for FY18 remains in line with its expectations.
Additionally, SDL has engaged PwC on a cost benchmarking and
cost reduction programme for the standalone SDL business, with the
focus being on SDL's general administration costs.
Finally, SDL is please to confirm that it's automation
programme, 'Helix' is on track, with the system processing the
number of words required in order to meet the business case.
6. Terms of the Acquisition
SDL and Donnelley Financial Solutions Inc. (amongst other
respective group companies) have today entered into an agreement
for the Acquisition ("Acquisition Agreement"), pursuant to which
SDL and other members of the Group will acquire the business and
assets (including the shares of certain entities in Luxembourg and
Spain) of DLS (including the related goodwill) on a cash free, debt
free basis for a cash consideration of US$77.5 million (GBP60.1
million).
Completion of the Acquisition is not subject to any conditions
and is expected to occur by 5 pm EST on 23 July 2018.
Under the terms of the Acquisition, Donnelley Financial
Solutions Inc. (for itself and on behalf of its relevant group
companies) has given certain customary warranties and indemnities
in relation to the business (including shares and assets) the
subject of the Acquisition.
7. Details of the Placing
SDL is proposing to raise up to GBP36.2 million (before
expenses) through the issue of the Placing Shares at the Placing
Price in order to part fund the Acquisition. The Placing Price
represents a discount of approximately 0.8 per cent. to the closing
mid-market price of 443.5p per ordinary share of 1p each in the
capital of the Company ("Ordinary Share") on 13 July 2018, being
the last practicable day prior to the publication of this
Announcement. The Placing Shares will represent approximately 10
per cent. of the SDL's current share capital.
In order to effect the Placing, the Company intends to utilise
the authorities granted to it at its Annual General Meeting held on
26 April 2018 which enable it to issue up to 8,234,400 new Ordinary
Shares (representing approximately 10 per cent. of its issued share
capital of the Company as at 26 March 2018) on a non pre-emptive
basis in connection with financing a transaction which the
directors of the Company determine to be an acquisition or other
specified capital investment of a kind contemplated by the 2015
Statement of Principles on Disapplying Pre-Emption Rights published
by the Pre-Emption Group.
The Placing is not conditional upon completion of the
Acquisition. If one or more conditions to the Acquisition are not
satisfied and completion of the Acquisition does not occur, the
Company will consider, in the best interests of shareholders as a
whole, how best to use the net proceeds of the Placing. The Placing
is being conducted, subject to the terms and conditions set out in
the Appendix.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares. This includes the right to receive all dividends
and other distributions declared or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares.
Application has been made for the Placing Shares to be admitted
to the premium segment of the Official List of the Financial
Conduct Authority ("FCA") and to trading on the main market for
listed securities of the London Stock Exchange (together
"Admission"). It is expected that Admission will take place at 8.00
a.m. on 18 July 2018 (or such date as may be agreed between the
Company and the Joint Bookrunners). The Placing is conditional
upon, amongst other things, Admission becoming effective. The
Placing is also conditional on the placing agreement between the
Company and the Joint Bookrunners not being terminated in
accordance with its terms prior to Admission.
Notes:
1. DLS' financial statements for FY17 (unaudited) state that
"internal EBITDA" (defined in DLS' financial statements as "total
internal EBIT" before depreciation and amortisation and before
corporate costs and back office costs) was US$7.4m. SDL is of the
view that, for the purposes of determining Adjusted EBITDA
attributable to DLS, it would be necessary to deduct a further
$1.6m of IT and Finance costs which SDL estimates were required to
operate DLS.
2. For the purposes of this revenue analysis, any customer who
generated revenue for SDL in the January 2017 - June 2017 period is
treated as a current customer. Such listings have been compared
against the top 150 DLS customers for FY17.
3. DLS Gross Profit assessed to be like-for-like by SDL and
equating to DLS revenues less external costs of sales and staff
cost of sales. Under DLS' accounting policies, gross profit for
FY17 was reported as $19.4m and included items treated as operating
costs under SDL's accounting policies.
4. In DLS' financial statements for FY17 (unaudited) Staff
overheads include direct staff costs, indirect staff costs,
temporary workers and DLS HR and Finance.
5. In DLS' financial statements for FY17 (unaudited) occupancy
costs include direct and indirect occupancy costs.
6. Billings are used as a proxy for revenue for the client and
sector analysis on the basis it ties to the P&L with
reconciling differences to revenue to the P&L of $4.4m in FY17
due to accruals/deferrals (project typically occur within the
month).
7. DLS' financial statements for FY17 (unaudited) state the
"total internal EBIT" (defined for the purposes of DLS' financial
statements prepared under US GAAP as the total gross profit minus
total sales & admin expenses) of DLS was US$0.5m. SDL is of the
view that, for the purposes of determining the profit before tax
attributable to DLS, it would be necessary to deduct a further
US$0.5m which is the amount identified by DLS as certain additional
relevant HR / Finance personnel costs.
The Appendix to this Announcement (which forms part of this
Announcement) sets out further information relating to the ABB and
the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral or written offer to
acquire Placing Shares, will be deemed to have read and understood
this Announcement in its entirety (including the Appendix) and to
be making such offer on the terms and subject to the conditions
herein, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings contained in the
Appendix.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in,
or into the United States, Australia, Canada, Japan, or the
Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions. The Placing Shares have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or under any securities laws of any state of other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the
securities laws of any state of other jurisdiction of the United
States.
There is no intention to register any portion of the Placing in
the United States or to conduct any public offering of securities
in the United States or elsewhere. All offers of Placing Shares
will be made pursuant to an exemption under the Prospectus
Directive 2003/71/EC, as amended from time to time, including by
Directive 2010/73/EC to the extent implemented in the relevant
member state and includes any relevant implementing directive
measure in any member state (the "Prospectus Directive") from the
requirement to produce a prospectus.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. This Announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing. 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
shareholder or prospective investor should consult with his or her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) persons in Member States of the Economic European Area
who are qualified investors within the meaning of article 2(1)(e)
of the Prospectus Directive ("Qualified Investors"); and (b) in the
United Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investments professional" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons
falling 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 must not be acted on or relied on by persons who
are not Relevant Persons.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply. 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. Persons needing advice
should consult an independent financial adviser.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by Investec or N+1 Singer,
or by any of their respective partners, directors, officers,
employees, advisers, consultants or affiliates as to or in relation
to, the accuracy or completeness of this Announcement or any other
written or oral information made available to any interested person
or its advisers, and any liability therefore is expressly
disclaimed. None of the information in this Announcement has been
independently verified or approved by Investec or N+1 Singer any of
their respective partners, directors, officers, employees,
advisers, consultants or affiliates. Save for any responsibilities
or liabilities, if any, imposed on Investec or N+1 Singer by FSMA
or by the regulator regime established under it, no responsibility
or liability is accepted by either Investec or N+1 Singer or any of
their respective partners, directors, officers, employees,
advisers, consultants or affiliates for any errors, omissions or
inaccuracies in such information or opinions or for any loss, cost
or damage suffered or incurred howsoever arising, directly or
indirectly, from any use of this Announcement or its contents or
otherwise in connection with this Announcement or from any acts or
omissions of the Company in relation to the Placing.
Investec, which is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
FCA and the PRA, is acting solely for the Company and no-one else
in connection with the transactions and arrangements described in
this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to
the transactions and arrangements described in this Announcement.
Investec is not responsible to anyone other than the Company for
providing the protections afforded to clients of Investec or for
providing advice in connection with the contents of this
Announcement or the transactions and arrangements described
herein.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and no-one else in
connection with the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
transactions and arrangements described in this Announcement. N+1
Singer is not responsible to anyone other than the Company for
providing the protections afforded to clients of N+1 Singer or for
providing advice in connection with the contents of this
Announcement or the transactions and arrangements described
herein.
The distribution of this Announcement (including the appendix)
and the offering of the Placing Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company,
Investec and/or N+1 Singer that would permit an offering of such
shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company, Investec and N+1 Singer to inform themselves about, and to
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. Persons needing advice should consult an independent
financial adviser.
In connection with the Placing, each of the Joint Bookrunners
and any of their affiliates, acting as investors for their own
account, may take up a portion of the shares in the Placing as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for the own accounts such shares and other securities
of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares
being offered, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or acquisition, placing or
dealing by, the Joint Bookrunners and any of their affiliates
acting in such capacity. In addition, the Joint Bookrunners and any
of their affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Joint
Bookrunners and any of their respective affiliates may from time to
time acquire, hold or dispose of shares. The Joint Bookrunners do
not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
For the purposes of this Announcement, an exchange rate of 1.29
has been applied on the conversion of pounds sterling (GBP) to
United States Dollars (US$).
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made. The
information contained in this Announcement is subject to change
without notice and except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statements are based.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). The person
responsible for arranging release of this information on behalf of
the Company is Pamela Pickering. In addition, market soundings (as
defined in MAR) were taken in respect of the Placing with the
result that certain persons became aware of inside information (as
defined in MAR), as permitted by MAR. This inside information is
set out in this Announcement. Therefore, those persons that
received inside information in a market sounding are no longer in
possession of such inside information relating to the Company and
its securities.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners have only procured
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS
FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF
DIRECTIVE 2003/71/EC, AS AMED FROM TIME TO TIME, INCLUDING BY
DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED IN THE RELEVANT
MEMBER STATE AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE")
("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 AS AMED (THE "ORDER")(INVESTMENT PROFESSIONALS); (II)
ARE PERSONS FALLING 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 INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold only (i) outside of the United States in
accordance with Regulation S under the US Securities Act
("Regulation S") and otherwise in accordance with applicable laws
and; (ii) in the United States only to a limited number of
investors that are both (a) "qualified institutional buyers"
("QIBs") as defined in Rule 144A under the US Securities Act and
(b) "major US institutional investors" ("Major US Institutional
Investors") within the meaning of Rule 15a-6 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to
an exemption from the registration requirements of the US
Securities Act. Any offer or sale of placing shares in the United
States will be made only by broker-dealers who are registered as
such under the U.S. Exchange Act of 1934, as amended. There will be
no public offer of the securities mentioned herein in the United
States.
This Announcement and the information contained herein is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into or from
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction in which such release publication or distribution
would be unlawful.
Each Placee should consult with its own advisors as to legal,
tax, business and related aspects of a purchase of Placing
Shares.
The distribution of this Announcement and/or the Placing and/or
the issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates, agents
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States, Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such
jurisdiction.
The 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; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares 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
Australia, Canada, 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 Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
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.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will 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 a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive; and
(b) 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 in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of the Joint Bookrunners have been given to the offer
or resale;
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State 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;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it has authority to exercise, and is exercising, investment
discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting, as referred to in
paragraph 4 above) is either:
(a) located outside the United States and is acquiring the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S; or
(b) both a QIB and a Major US Institutional Investor.
No 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 any prospectus or other offering document to be
published. No prospectus or other offering document 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 their own assessment of the Company, the
Placing Shares and the Placing based on information contained in
this Announcement, the announcement of the results of the Placing
(the "Placing Results Announcement") (together, the "Placing
Documents") and any other information publicly announced through a
regulatory information service ("RIS") by or on behalf of the
Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth
in the contract note sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Joint Bookrunners or the Company or any other person and none of
the Joint Bookrunners, the Company nor any other person acting on
such person's behalf nor any of their respective affiliates has or
shall have any responsibility or liability for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider
any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax advisor,
and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners are acting as joint bookrunners in
connection with the Placing and have today entered into the Placing
Agreement with the Company under which, on the terms and subject to
the conditions set out in the Placing Agreement, the Joint
Bookrunners, as agents for and on behalf of the Company, have
severally (and not jointly or jointly and severally) agreed to use
their respective reasonable endeavours to procure placees for the
Placing Shares.
The final number of Placing Shares will be set out in a share
placing supplement agreed between the Joint Bookrunners and the
Company following the Bookbuild (the "Placing Supplement").
The Placing is not underwritten by the Joint Bookrunners.
The Placing Shares will, when issued, be credited as fully paid
up and will be issued subject to the Company's articles of
association and rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all claims, liens, charges, encumbrances
and equities.
Applications for listing and admission to trading
Applications have been made to the FCA for admission of the
Placing Shares to the premium listing segment of the Official List
of the UK Listing Authority (the "Official List") and to the London
Stock Exchange plc (the "London Stock Exchange") for admission to
trading of the Placing Shares on its main market for listed
securities (together, "Admission").
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. (London time) on 18 July 2018 (or such later
time and/or date as the Joint Bookrunners may agree with the
Company) and that dealings in the Placing Shares will commence at
that time.
Bookbuild
The Joint Bookrunners will today commence the accelerated
bookbuilding process to determine demand for participation in the
Placing by Placees (the "Bookbuild"). This Announcement gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion, determine.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally,
and not jointly, or jointly and severally, as bookrunners and
placing agents of the Company. Participation in the Placing will
only be available to persons who may lawfully be, and are, invited
to participate by either of the Joint Bookrunners. Each of the
Joint Bookrunners may itself agree to be a Placee in respect of all
or some of the Placing Shares or may nominate any member of its
group to do so.
2. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at one of the Joint
Bookrunners. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Placing
Price. Bids may be scaled down by the Joint Bookrunners on the
basis referred to in paragraph 14 below.
3. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the Joint
Bookrunners' consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the Company and the Joint Bookrunners, to pay to them (or as the
Joint Bookrunners may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
that such Placee has agreed to subscribe for and the Company has
agreed to allot and issue to that Placee. Each prospective Placee's
obligations will be owed to the Company and the Joint
Bookrunners.
4. The Bookbuild is expected to close no later than 5.00 p.m.
(BST) on 16 July 2018, but may be closed earlier or later at the
discretion of the Joint Bookrunners and the Company. The Joint
Bookrunners may, in agreement with the Company, accept bids, either
in whole or in part, that are received after the Bookbuild has
closed.
5. The number of Placing Shares will be agreed by the Joint
Bookrunners (in consultation with the Company) following completion
of the Bookbuild. Subject to the execution of the Placing
Supplement the number of Placing Shares to be issued will be
announced on an RIS following the completion of the Bookbuild via
the Placing Results Announcement.
6. Allocations of the Placing Shares will be determined by the
Joint Bookrunners after consultation with the Company (the proposed
allocations having been supplied by the Joint Bookrunners to the
Company in advance of such consultation). Subject to the execution
of the Placing Supplement, allocations will be confirmed orally by
the Joint Bookrunners and a contract note will be despatched as
soon as possible thereafter. A Joint Bookrunner's oral confirmation
to such Placee constitutes an irrevocable legally binding
commitment upon such person (who will at that point become a
Placee), in favour of the Joint Bookrunners and the Company, to
acquire the number of Placing Shares allocated to it and to pay the
Placing Price in respect of such shares on the terms and conditions
set out in this Appendix and in accordance with the Company's
articles of association. Except with the relevant Joint
Bookrunner's consent, such commitment will not be capable of
variation or revocation after the time at which it is
submitted.
7. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by the relevant Joint
Bookrunner. The terms of this Appendix will be deemed incorporated
in that contract note.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
9. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
10. By participating in the Placing, each Placee agrees 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, neither the Joint
Bookrunners, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Joint Bookrunners, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners' conduct of the Placing or of such alternative method
of effecting the Placing as the Joint Bookrunners and the Company
may determine.
12. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of
the Placing.
13. All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
14. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined in
agreement with the Company and may scale down any bids for this
purpose on such basis as they may determine. The Joint Bookrunners
may also, notwithstanding paragraphs 6 and 7 above, and subject to
prior agreement with each other, (a) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid
after that time and (b) allocate Placing Shares after the Bookbuild
has closed to any person submitting a bid after that time. The
Company reserves the right (upon agreement with the Joint
Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing at its discretion.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Joint Bookrunners' obligations under the Placing
Agreement are conditional on customary conditions including
(amongst others) (the "Conditions"):
1. certain announcement obligations;
2. the performance by the Company of its obligations under the
Placing Agreement in so far as the same fall to be performed prior
to Admission;
3. the Acquisition Agreement having become or being
unconditional in all respects and the Acquisition Agreement not
having been amended, terminated or rescinded prior to Admission and
the Company having no reason to believe it has any claim for a
breach of the Acquisition Agreement;
4. the Facility Agreement not having been amended or rescinded
prior to Admission and no event of default having occurred or
subsisting;
5. the warranties contained in the Placing Agreement being true
and accurate in every respect and not misleading on and as of the
date of the Placing Agreement, and Admission, as though they had
been given and made on such dates by reference to the facts and
circumstances then subsisting;
6. in the opinion of the Joint Bookrunners (acting in good
faith), there having been no Material Adverse Change since the date
of Placing Agreement (whether or not foreseeable at the date of the
Placing Agreement); and
7. Admission occurring no later than 8.00 a.m. (London time) on 18 July 2018.
8. The Joint Bookrunners (if they both agree) may, at their
discretion and upon such terms as they think fit, waive compliance
by the Company with the whole or any part of any of the Company's
obligations in relation to the Conditions or extend the time or
date provided for fulfilment of any such Conditions in respect of
all or any part of the performance thereof, provided that the time
for satisfaction of the condition in the Placing Agreement relating
to Admission shall not be extended beyond 8.00 a.m. on 30 July
2018. The condition in the Placing Agreement relating to Admission
taking place and certain announcement obligations may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by the Joint Bookrunners by the relevant time or
date specified (or such later time or date as the Company and the
Joint Bookrunners may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below under "Right to
terminate under the Placing Agreement", the Placing will not
proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by it or on
its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
None of the Joint Bookrunners, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision they may make as to whether or not to waive or to
extend the time and/or 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
Joint Bookrunners.
Right to terminate under the Placing Agreement
Each of the Joint Bookrunners is entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances, including (amongst other
things):
1. the Company fails to comply in any material respect with any
of its obligations under the Placing Agreement;
2. it shall come to the knowledge of either of the Joint
Bookrunners that any of the warranties under the Placing Agreement
was untrue or inaccurate or misleading when made and/or that any of
the warranties would be untrue or inaccurate or misleading if they
were to be repeated at any time prior to Admission by reference to
the facts, matters and circumstances then subsisting; or
3. in the opinion of either of the Joint Bookrunners, acting in
good faith, there shall have occurred, happened or come into effect
any material adverse change in the financial markets in the United
States, the United Kingdom, any member of the European Union, or
the international financial markets; any incident of terrorism or
the outbreak or escalation of hostilities, declaration of
emergency, martial law or war; or the occurrence of any other
calamity or crisis resulting in a change in financial, political,
market or economic conditions or currency exchange rates.
Upon termination, 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.
By participating in the Placing, each Placee agrees that the
exercise by either of the Joint Bookrunners of any right of
termination or of any other discretion under the Placing Agreement
shall be within the absolute discretion of such Joint Bookrunner
and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise or failure to so exercise.
Lock-up Arrangements
The Company has undertaken to the Joint Bookrunners that, save
in respect of the grant or exercise of options under the Group's
share option and incentive schemes (details of which are set out in
the Group's annual report and accounts for the financial year ended
31 December 2017), in accordance with the terms of such schemes and
normal practice, it shall not during the period from the date of
the Placing Agreement until 90 days after the date of Admission or,
if the Placing Agreement is terminated prior to Admission, 30 days
after such termination offer, issue, sell, contract to sell, issue
options in respect of or otherwise dispose of any securities of the
Company (or any interest therein or in respect thereof) or any
other securities exchangeable for, or convertible into, or
substantially similar to, Ordinary Shares or enter into any
transaction having substantially the same effect or agree to do any
of the foregoing other than with the prior written consent of the
Joint Bookrunners (such consent not to be unreasonably withheld or
delayed) or as otherwise contemplated by the Placing Agreement. For
these purposes it shall be considered unreasonable to withhold
consent to a grant of an award under any long-term incentive plan
which is consistent with the parameters for such a plan agreed
between the Company and the Joint Bookrunners.
By participating in the Placing, Placees agree that the exercise
by any Joint Bookrunner of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up provisions under the Placing Agreement
shall be within the absolute discretion of that Joint Bookrunner
and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise of the power to grant
consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB0009376368) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. The Joint Bookrunners reserve the
right to require settlement for, and delivery of, the Placing
Shares (or any part thereof) to Placees by such other means that
they may deem necessary if delivery or settlement is not possible
or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a contract
note in accordance with the standing arrangements in place with the
relevant Joint Bookrunner stating the number of Placing Shares
allocated to them at the Placing Price, the aggregate amount owed
by such Placee to the Joint Bookrunner and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with the
standing CREST or certificated settlement instructions in respect
of the Placing Shares that it has in place with the relevant Joint
Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by the relevant Joint Bookrunner as agent for the Company
and the relevant Joint Bookrunner will enter its delivery
instruction into the CREST system. 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.
It is expected that settlement in respect of the Placing Shares
will take place on 18 July 2018 on a delivery versus payment
basis.
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 Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the relevant Joint Bookrunner 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 Company's 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 below the aggregate amount owed by it and
will be required to bear any stamp duty or stamp duty reserve tax
or other taxes or duties (together with any interest or penalties)
imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are issued 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. If there are any circumstances in which any stamp
duty or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), none of the Joint Bookrunners nor the Company shall be
responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Joint Bookrunners (in their capacity as bookrunners and
placing agents of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of their application
for Placing Shares, the following:
General
1. it has read and understood this Announcement in its entirety
and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are listed on the premium listing segment
of the Official List and are admitted to trading on the main market
of the London Stock Exchange and that the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the FCA, which includes
a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and
that it is able to obtain or has access to such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
companies, without undue difficulty;
3. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. None of the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes or duties imposed in any jurisdiction
(including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee
agrees to indemnify the Company and the Joint Bookrunners on an
after-tax basis in respect of any Indemnified Taxes;
4. neither the Joint Bookrunners nor any of their respective
affiliates agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of
the directors of the Company or any other person (other than the
relevant Joint Bookrunner) in connection with the Placing;
5. time is of the essence as regards its obligations under this Announcement;
6. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
No distribution of Announcement
7. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such materials to any person;
No prospectus
8. no prospectus or other offering document is required under
the Prospectus Directive, nor will one be prepared in connection
with the Bookbuild, the Placing or the Placing Shares and it has
not received and will not receive a prospectus or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
Purchases by Joint Bookrunners for their own account
9. in connection with the Placing, the Joint Bookrunners and any
of their affiliates acting as an investor for its own account may
subscribe for Placing Shares in the Company and in that capacity
may retain, purchase or sell for its own account such Placing
Shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to the Placing Shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to each
of the Joint Bookrunners or any of their affiliates acting in such
capacity;
10. each of the Joint Bookrunners and their affiliates may enter
into financing arrangements and swaps with investors in connection
with which each of the Joint Bookrunners and any of their
affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares;
11. the Joint Bookrunners do not intend to disclose the extent
of any investment or transactions referred to in paragraphs 9 and
10 above otherwise than in accordance with any legal or regulatory
obligation to do so;
No fiduciary duty or client of the Joint Bookrunners
12. the Joint Bookrunners do not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis that it is
not and will not be a client of any of the Joint Bookrunners in
connection with its participation in the Placing and that the Joint
Bookrunners have no duties or responsibilities to it for providing
the protections afforded to their respective clients or customers
or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of their respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
No responsibility of the Joint Bookrunners for information
14. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Joint Bookrunner nor
their respective affiliates agents, directors, officers or
employees nor any person acting on behalf of any of them is
responsible for or has or shall have any responsibility or
liability for any information, representation or statement
contained in, or omission from, the Placing Documents, the Publicly
Available Information or otherwise nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in the
Placing Documents, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
Reliance on information regarding the Placing
15.
(a) the only information on which it is entitled to rely on and
on which such Placee has relied in committing itself to subscribe
for Placing Shares is contained in the Placing Documents, or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 15(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
(b) it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by any of the Joint Bookrunners or the Company nor
any of their respective affiliates, agents, directors, officers or
employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuild) with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of any information contained in
the Placing Documents, or the Publicly Available Information or
otherwise;
(c) none of the Joint Bookrunners, nor the Company, nor any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, nor will provide, it with any material or information
regarding the Placing Shares or the Company or any other person
other than the information in the Placing Documents or the Publicly
Available Information; nor has it requested any of the Joint
Bookrunners, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
material or information; and
(d) none of the Joint Bookrunners or the Company will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability
of any person for fraudulent misrepresentation made by that
person;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any investigation
that the Joint Bookrunners, any of their affiliates or any person
acting on their behalf, may have conducted with respect to the
Placing Shares, the terms of the Placing or the Company, and none
of such persons has made any representation, express or implied,
with respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of the information in the
Placing Documents, the Publicly Available Information or any other
information;
17. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to the Joint Bookrunners for all or part of
any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
Capacity and authority
18. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
19. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) and will remain liable to the Company and/or the Joint
Bookrunners for the performance of all its obligations as a Placee
in respect of the Placing (regardless of the fact that it is acting
for another person);
20. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities 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 Announcement) and will honour such obligations and that
it has not taken any action or omitted to take any action which
will or may result in the Joint Bookrunners, the Company or any of
their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
21. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
22. it irrevocably appoints any duly authorised officer of each
Joint Bookrunner 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 subscribe for upon
the terms of this Announcement;
Excluded territories
23. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States, Australia, Canada, Japan or the
Republic of South Africa, or any state, province, territory or
jurisdiction thereof;
24. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, the Joint Bookrunners or any
person acting on behalf of the Company or the Joint Bookrunners
that would, or is intended to, permit a public offer of the Placing
Shares in the United States, Australia, Canada, Japan or the
Republic of South Africa or any country or jurisdiction, or any
state, province, territory or jurisdiction thereof, where any such
action for that purpose is required;
25. unless otherwise specifically agreed with the Joint
Bookrunners, it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a resident of, nor have an address in, Australia,
Japan, the Republic of South Africa or any province or territory of
Canada;
26. it may be asked to disclose in writing or orally to the Joint Bookrunners:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
27. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be (i) outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the US Securities Act or (ii)
both a QIB and a Major US Institutional Investor and will duly
execute a US investor letter and deliver the same to one of the
Joint Bookrunners or its affiliates;
28. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the US Securities Act,
or pursuant to an exemption from the registration requirements of
the US Securities Act and in accordance with applicable state
securities laws;
29. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other
exemption under the US Securities Act for the reoffer, resale,
pledge or transfer of the Placing Shares;
30. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
Compliance with EEA selling restrictions and the Prospectus
Directive
31. if in a member state of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners in writing, it is a
Qualified Investor;
32. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
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 EEA within the meaning of the Prospectus Directive;
33. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, the Placing Shares subscribed for
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 which has
implemented the Prospectus Directive other than Qualified
Investors, or in circumstances in which the prior consent of the
Joint Bookrunners has been given to each proposed offer or
resale;
Compliance with FSMA, the UK financial promotion regime and
MAR
34. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
35. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, 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 and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended
("FSMA");
36. 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 the Placing Documents have not and will not have been
approved by either Joint Bookrunner in its capacity as an
authorised person under section 21 of the FSMA and it may not
therefore be subject to the controls which would apply if it was
made or approved as a financial promotion by an authorised
person;
37. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse ("MAR")) in respect of
anything done in, from or otherwise involving, the United
Kingdom);
Compliance with laws
38. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
39. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10, 12, 14 and 15 of MAR and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000,
the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the "Regulations")
and the Money Laundering Sourcebook of the FCA 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;
40. in order to ensure compliance with the Regulations, each
Joint Bookrunner (for itself 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 the
relevant Joint Bookrunner or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the relevant Joint
Bookrunner's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
the relevant Joint Bookrunner's or the Company's registrars', as
the case may be, absolute discretion. If within a reasonable time
after a request for verification of identify the relevant Joint
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars have not received evidence satisfactory to
them, either the relevant Joint Bookrunner 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;
Depositary receipts and clearance services
41. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
Undertaking to make payment
42. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of 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 Joint Bookrunners may in their sole
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the Placing Price and the number of
Placing Shares allocated to it and will be required to bear any
stamp duty, stamp duty reserve tax or other taxes or duties
(together with any interest, fines or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placee's Placing
Shares;
Money held on account
43. any money held in an account with the relevant Joint
Bookrunners on behalf of the Placee and/or any person acting on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under the FSMA.
Each 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
Bookrunner's money in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee;
Allocation
44. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Joint Bookrunners or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
No recommendation
45. none of the Joint Bookrunners, nor any of their respective
affiliates, nor any person acting on behalf 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;
Inside information
46. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
Rights and remedies
47. the rights and remedies of the Company and the Joint
Bookrunners under the terms and conditions in this Announcement are
in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others; and
Governing law and jurisdiction
48. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, 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 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
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with 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 either the Company
or the Joint Bookrunners in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as each of the Joint Bookrunners and
are irrevocable. The Joint Bookrunners, the Company and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings. Each
prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and the Joint Bookrunners to
produce this Announcement, pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth herein.
Indemnity
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, the Joint Bookrunners and their
respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee
(and any person acting on such Placee's behalf) in this
Announcement or incurred by the Joint Bookrunners, the Company or
each of their respective affiliates, agents, directors, officers or
employees arising from the performance of the Placees' obligations
as set out in this Announcement, and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor the Joint
Bookrunners will be responsible and the Placees shall indemnify the
Company and the Joint Bookrunners on an after-tax basis for any
stamp duty or stamp duty reserve tax or other similar taxes or
duties (together with interest, fines and penalties) in any
jurisdiction paid by the Company or the Joint Bookrunners in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify the Joint
Bookrunners accordingly. Placees are advised to consult with their
own advisers regarding the tax aspects of the subscription for
Placing Shares.
The Company and the Joint Bookrunners are not liable to bear any
taxes that arise on a sale of Placing Shares subsequent to their
acquisition by Placees, including any taxes arising otherwise than
under the laws of the United Kingdom. Each prospective Placee
should, therefore, take its own advice as to whether any such tax
liability arises and notify the Joint Bookrunners and the Company
accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold each of the Joint
Bookrunners and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties
or taxes in any jurisdiction to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
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. Past performance is no guide to future performance, and
persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
DEFINITIONS
Acquisition the acquisition by the Company
and certain members of the Group
of the business and assets (including
the shares of certain entities
in Luxembourg and Spain) of Donnelley
Language Solutions from Donnelley
Financial Solutions Inc. and
its subsidiaries.
--------------------- ---------------------------------------
Acquisition the agreement dated on or about
Agreement the date of the Placing Agreement
entered into by the Company and
other members of the Group to
implement the Acquisition.
--------------------- ---------------------------------------
Admission admission of the Placing Shares
to the premium listing segment
of the Official List and to the
London Stock Exchange for admission
to trading of the Placing Shares
on its main market for listed
securities.
--------------------- ---------------------------------------
Announcement this announcement, including
this Appendix and the terms and
conditions set out herein.
--------------------- ---------------------------------------
Bookbuild the accelerated bookbuilding
process to determine demand for
participation in the Placing
by Placees.
--------------------- ---------------------------------------
Company SDL Plc registered in England
and Wales under number 02675207
whose registered office is at
New Globe House, Vanwall Business
Park, Vanwall Road, Maidenhead,
England SL6 4UB.
--------------------- ---------------------------------------
CREST the electronic transfer and settlement
system of the paperless settlement
of trades in listed securities
operated by Euroclear UK & Ireland
Limited.
--------------------- ---------------------------------------
Enlarged Group the Group as enlarged by the
Acquisition.
--------------------- ---------------------------------------
Facility Agreement the agreement dated on or around
the date of the Placing Agreement
pursuant to which the Company
agrees to enter into a GBP70
million five year multi-currency
banking facility with HSBC UK
Bank plc and Lloyds Bank plc.
--------------------- ---------------------------------------
FCA the Financial Conduct Authority.
--------------------- ---------------------------------------
FSMA the Financial Services and Markets
Act 2000, as amended.
--------------------- ---------------------------------------
Group the Company and its subsidiaries.
--------------------- ---------------------------------------
Indemnified stamp duty or stamp duty reserve
Taxes tax or other similar taxes or
duties imposed in any jurisdiction
(including interest and penalties
relating thereto).
--------------------- ---------------------------------------
Investec Investec Bank Plc registered
in England and Wales under number
00489604 whose registered office
is at 30 Gresham Street, London,
England EC2V 7QP.
--------------------- ---------------------------------------
Joint Bookrunners Investec and N+1 Singer and "Joint
Bookrunner" shall mean either
of them.
--------------------- ---------------------------------------
London Stock the London Stock Exchange plc.
Exchange
--------------------- ---------------------------------------
MAR Regulation (EU) No. 596/2014
of the European Parliament and
of the Council of 16 April 2014
on market abuse.
--------------------- ---------------------------------------
Material Adverse any materially adverse change
Change in, or any development involving
a materially adverse prospective
change in, or affecting, the
condition (financial, operational,
legal or otherwise) or the earnings,
management, business affairs,
solvency, credit rating or prospects
of the Company, Group or Enlarged
Group, taken as a whole, whether
or not arising in the ordinary
course of business.
--------------------- ---------------------------------------
N+1 Singer Nplus1 Singer Advisory LLP registered
in England and Wales under number
OC364131 whose registered office
is at One, Bartholomew Lane,
London EC2N 2AX.
--------------------- ---------------------------------------
Official List the Official List of the UK Listing
Authority.
--------------------- ---------------------------------------
Order the Financial Services and Markets
Act 2000 (Financial Promotion)
Order 2005 as amended.
--------------------- ---------------------------------------
Ordinary Shares ordinary shares of GBP0.01 each
in the capital of the Company.
--------------------- ---------------------------------------
Placee the placees to be procured by
the Joint Bookrunners pursuant
to the Placing.
--------------------- ---------------------------------------
Placing the placing of the Placing Shares
in accordance with the Placing
Agreement and the Placing Documents.
--------------------- ---------------------------------------
Placing Agreement the agreement between Investec,
N+1 Singer and the Company dated
16 July 2018 relating to the
placing of Ordinary Shares in
the Company.
--------------------- ---------------------------------------
Placing Documents this Announcement and the Placing
Results Announcement.
--------------------- ---------------------------------------
Placing Price 440 pence.
--------------------- ---------------------------------------
Placing Results the announcement of the results
Announcement of the Placing.
--------------------- ---------------------------------------
Placing Shares up to 8,234,400 new Ordinary
Shares to be issued to certain
investors who have agreed to
subscribe for such new Ordinary
Shares pursuant to the Placing.
--------------------- ---------------------------------------
Placing Supplement the placing results supplement
in relation to the Placing to
be entered into by the Joint
Bookrunners following the Bookbuild
--------------------- ---------------------------------------
Prospectus Directive Directive 2003/71/EC, as amended
from time to time, including
by Directive 2010/73/EC to the
extent implemented in the relevant
member state and includes any
relevant implementing directive
measure in any member state.
--------------------- ---------------------------------------
Qualified Investors persons in member states of the
EEA who are qualified investors
within the meaning of Article
2(1)(e) of the Prospectus Directive.
--------------------- ---------------------------------------
QIBs qualified institutional buyers.
--------------------- ---------------------------------------
Relevant Member a member state of the EEA which
State has implemented the Prospectus
Directive.
--------------------- ---------------------------------------
RIS regulatory information service.
--------------------- ---------------------------------------
US Securities the US Securities Act of 1933,
Act as amended.
--------------------- ---------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACQGGUACMUPRPUA
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