TIDMSVT
RNS Number : 0657Z
Severn Trent PLC
19 May 2021
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
LEI: 213800RPBXRETY4A4C59
For immediate release
19 May 2021
Severn Trent Plc
("Severn Trent", the "Company" or the "Group")
Proposed placing of new ordinary shares
Severn Trent today announces its intention to conduct a
non-pre-emptive placing through the issue of new ordinary shares of
97 (17/19) pence each in the capital of the Company (the "Placing
Shares") at the Placing Price (as defined below) (the
"Placing").
In conjunction with the Placing there will be a separate offer
made today by the Company of new ordinary shares of 97 (17/19)
pence each in the capital of the Company (the "Retail Offer
Shares") at the Placing Price (the "Retail Offer") via PrimaryBid,
to provide retail investors with an opportunity to acquire Retail
Offer Shares. A separate announcement will be made shortly
regarding the Retail Offer and its terms.
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this announcement.
In addition to the Placing and Retail Offer, certain members of
the Board and the Executive Management Team of the Company intend
to subscribe for new ordinary shares of 97(17/19) pence each in the
capital of the Company alongside the Placing (the "Subscription
Shares") at the Placing Price (the "Subscription"), contributing
approximately GBP0.2 million in total.
Together, the total number of Placing Shares, Retail Offer
Shares and Subscription Shares, are expected to represent up to 5%
per cent. of the existing issued share capital of the Company to
raise approximately GBP250 million of gross proceeds.
Rationale for the Placing and Use of Proceeds
On 31 January 2021, Severn Trent submitted proposals, which if
approved, would enhance the natural environment whilst creating
jobs in the Midlands and drive long-term sustainable benefits for
customers and communities in the Severn Trent region. Following its
review process, Ofwat has endorsed all six projects and announced
on 17 May 2021 an award to Severn Trent of GBP624 million(1) (the
"Green Recovery Award").
The proceeds of the Placing, Retail Offer, and Subscription will
be used to fund the six projects under the Green Recovery Award
(the "Projects"). Collectively the Projects support the wider
national agenda on climate change and the need for greater water
supply security. They will support long-term growth through
decarbonising the supply of water, accelerating environmental
improvements in the Severn Trent region, creating bathing quality
rivers, replacing lead supply pipes, building a sustainable
flood-resilient community, and installing smart meters for
customers. In aggregate, the Projects represent a significant
incremental investment opportunity over the next four years and
importantly will supplement the work Severn Trent does now in its
region, providing employment, resilience and an improved natural
environment.
The Projects will drive RCV growth significantly ahead of
previous expectations, on which the Company will earn a future
return, whilst maintaining its current capital structure.
The proposed issue and allotment of the Placing Shares, Retail
Offer Shares, and Subscription Shares is within the existing
shareholder authorities granted to the Company at its Annual
General Meeting held on 15 July 2020.
The Board's belief is that the Placing, Retail Offer, and
Subscription are in the best interests of shareholders and the
Company's wider stakeholders.
A presentation has been made available on the Company's website
which contains further information relevant to the Placing.
(1) Quoted in nominal prices. Equivalent to approximately GBP565
million in 2017/18 prices .
Details of the Placing
Merrill Lynch International ("BofA Securities") and Morgan
Stanley & Co. International ("Morgan Stanley", and together
with BofA Securities, the "Joint Bookrunners") are acting as Joint
Bookrunners and Joint Corporate Brokers in connection with the
Placing.
The Placing is subject to the terms and conditions set out in
the Appendix to this announcement (which forms part of this
announcement, such announcement and the Appendix together being the
"Announcement"). The Subscription Shares will be subscribed for on
the basis agreed pursuant to subscription letters between certain
members of the Board and Executive Management Team and the Company,
rather than pursuant to the terms and conditions of the Placing
contained in the Appendix to this Announcement. The Joint
Bookrunners will today commence the Bookbuild in respect of the
Placing. The price per ordinary share at which the Placing Shares
are to be placed (the "Placing Price") will be decided at the close
of the Bookbuild. The book will open with immediate effect
following this Announcement. The timing of the closing of the book,
pricing and allocations are at the discretion of the Joint
Bookrunners and Severn Trent. Details of the Placing Price, the
number of Placing Shares, Subscription Shares, and Retail Offer
Shares will be announced as soon as practicable after the close of
the Bookbuild.
The Placing Shares, Retail Offer Shares, and Subscription Shares
if issued, will be fully paid and will rank pari passu in all
respects with the existing ordinary shares of the Company,
including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Application will be made for the Placing Shares, Retail Offer
Shares, and Subscription Shares to be admitted to the premium
listing segment of the Official List (the "Official List") of the
Financial Conduct Authority (the "FCA") and to be admitted to
trading on the main market for listed securities of the London
Stock Exchange plc (the "London Stock Exchange") (together,
"Admission"). Settlement for the Placing Shares, Retail Offer
Shares and Subscription Shares, and Admission is expected to take
place on or before 8.00 a.m. on 21 May 2021. The Placing is
conditional, among other things, upon Admission becoming effective
and the placing agreement between the Company and the Joint
Bookrunners (the "Placing Agreement") not being terminated in
accordance with its terms. The Appendix sets out further
information relating to the Bookbuild and the terms and conditions
of the Placing.
The Retail Offer will be made on the terms outlined in a
separate announcement to be made shortly. The Retail Offer is
conditional on the Placing, but the Placing is not conditional on
the Retail Offer.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Preliminary Announcement of Annual Results
The Company has today separately published its preliminary
announcement of annual results for the year to 31 March 2021.
For further information on the Announcement, please contact:
Severn Trent Plc:
Stuart Howell, Head of Investor Relations +44 (0) 77 0371
8361
Selina Soma, Investor Relations Manager +44 (0) 79 7693 8604
BofA Securities: +44 (0) 20 7628 1000
Peter Luck
Patrick De Loe
Oliver Elias
Sean Cox
Morgan Stanley: +44 (0) 20 7425 8000
Ben Grindley
Melissa Godoy
Francesco Puletti
Emma Whitehouse
Media enquiries:
Jonathan Sibun, Tulchan Communications +44 (0) 20 7353 4200
Deborah Roney, Tulchan Communications
Press Office, Severn Trent Plc +44 (0) 24 7771 5640
Glossary
Ofwat
The water industry's economic regulator in England &
Wales.
Regulatory Capital Value (RCV)
The regulatory capital value is used to measure the capital base
of a company when setting price limits. The regulatory capital
value represents the initial market value of a company, including
debt, plus new capital expenditure.
IMPORTANT NOTICES
No action has been taken by the Company or Merrill Lynch
International ("BofA Securities") or Morgan Stanley & Co.
International plc ("Morgan Stanley", and together with BofA
Securities, the "Joint Bookrunners"), or any of their respective
affiliates, agents, directors, officers or employees that would, or
which is intended to, permit an offer of the securities referred to
herein or result in the possession or distribution of this
Announcement or any other offering or publicity material relating
to the securities referred to herein in any jurisdiction where
action for that purpose is required. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of such jurisdictions. Persons into whose possession this
Announcement comes shall inform themselves about, and observe, such
restrictions.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation (EU)
2017/1129 as amended from time to time (the "Prospectus
Regulation") and the Prospectus Regulation as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "UK Prospectus Regulation") to be published. Persons needing
advice should consult an independent financial adviser.
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 as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Bookrunners or by any of their respective affiliates or
agents (or any of their respective directors, officers, employees
or advisers) as to, or in relation to, the contents of the
information contained in this Announcement or any other written or
oral information made available to or publicly available to any
interested party or its advisers, or any other statement made or
purported to be made by or on behalf of either Joint Bookrunner or
any of their respective affiliates in connection with the Company,
the Placing Shares, Retail Offer Shares, the Placing or the Retail
Offer and any liability therefor is expressly disclaimed. The Joint
Bookrunners and each of their respective affiliates accordingly
disclaim all and any liability, whether arising in tort, contract
or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and
no representation or warranty, express or implied, is made by
either Joint Bookrunner or any of their respective affiliates as to
the accuracy, completeness or sufficiency of the information
contained in this Announcement.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed at and my
only be communicated to (a) in the European Economic Area ("EEA"),
persons who are "qualified investors" within the meaning of Article
2(e) of Prospectus Regulation (Regulation (EU) 2017/1129)
("Qualified Investors"); and (b) in the United Kingdom, at
Qualified Investors within the meaning of Article 2(e) of the UK
Prospectus Regulation who are also (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. Persons distributing this Announcement must
satisfy themselves that is lawful to do so. This Announcement is
for information purposes only and shall not constitute an offer to
sell or issue or the solicitation of an offer to buy, subscribe for
or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply
with this restriction may constitute a violation of the securities
laws of such jurisdictions. Persons needing advice should consult
an independent financial adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or the
Joint Bookrunners or any of their respective affiliates that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such
restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA
OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 1933,
as amended (the "Securities Act") or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any state or any
other jurisdiction of the United States. The securities referred to
herein may not be offered and sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any 'manufacturer'
(for the purposes of the UK MiFIR 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
respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook
Conduct of Business Sourcebook ; and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK 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 UK
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 UK Target Market Assessment, BofA Securities
and Morgan Stanley will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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 securities referred to
herein and determining appropriate distribution channels.
EU Product Governance Requirements
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 such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in 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, BofA Securities and Morgan Stanley will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Forward looking information
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which sometimes
use words such as "aim", "anticipate", "believe", "intend", "plan"
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts and reflect the directors'
beliefs and expectations and involve a number of risks,
uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement. These statements are subject to unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, neither the Company nor the Joint
Bookrunners assume any responsibility or obligation and each
expressly disclaim any obligation or undertaking to update publicly
or review any of the forward-looking statements contained herein,
whether as a result of new information, future events or otherwise,
unless required to do so by applicable law or regulation. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this Announcement.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company. Past
performance is no guide for future performance and persons reading
this Announcement should consult an independent financial
adviser.
This Announcement does not constitute a recommendation to
acquire any securities of the Company. This Announcement does not
identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in
the Placing Shares. Any investment decision to buy Placing Shares
in the Placing must be made solely on the basis of publicly
available information, which has not been independently verified by
the Joint Bookrunners.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
In connection with the Placing, the Joint Bookrunners may
release communications to the market as to the extent to which the
book is "covered". A communication that a transaction is, or that
the books are, "covered" refers to the position of the order book
at that time. It is not an assurance that the books will remain
covered, that the transaction will take place on any terms
indicated or at all, or that if the transaction does take place,
the securities will be fully distributed by the Joint
Bookrunners.
BofA Securities and Morgan Stanley are each authorised by the
Prudential Regulatory Authority and regulated in the United Kingdom
by the Prudential Regulation Authority and the Financial Conduct
Authority. Each of BofA Securities and Morgan Stanley is acting
exclusively for the Company and no one else in connection with the
Placing, the content of this Announcement and other matters
described in this Announcement. BofA Securities and Morgan Stanley
will not regard any other person as their respective clients in
relation to the Placing, the content of this Announcement and other
matters described in this Announcement and will not be responsible
to anyone (including any placees) other than the Company for
providing the protections afforded to their respective clients or
for providing advice to any other person in relation to the
Placing, the content of this Announcement or any other matters
referred to in this Announcement.
In connection with the Placing, each of BofA Securities and
Morgan Stanley 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 their 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. The Joint Bookrunners are
not acting for the Company with respect to the Retail Offer.
The most recent Annual Report of the Group and other information
about the Group are available on the Severn Trent website at
www.severntrent.com. Neither the contents 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. The Placing
Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London
Stock Exchange.
APPIX: TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION
PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129
(THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS REGULATION
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE (I)
PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II)
PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (C)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT 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 SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED KINGDOM, THE UNITED
STATES OR ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States, any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or
solicitation is unlawful. No public offering of securities will be
made in connection with the Placing in the United Kingdom, the
United States, any other Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, the Republic of
South Africa or Japan (each a "Restricted Territory") or in any
jurisdiction in which such publication or distribution is unlawful.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by
Merrill Lynch International ("BofA Securities") or Morgan Stanley
& Co. International plc ("Morgan Stanley" and together with
BofA Securities, the "Joint Bookrunners") or any of their
respective affiliates or agents which 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 distributing any part of this Announcement must
satisfy themselves that it is lawful to do so. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any such action.
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.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation (in respect of the UK)
and the Prospectus Regulation (in respect of any member state of
the EEA) from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
State securities commission or any other regulatory authority in
the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
No prospectus has been filed with any securities commission or
similar regulatory authority in Canada in connection with the offer
and sale of the Placing Shares. No securities commission or similar
regulatory authority in Canada has reviewed or in any way passed
upon this document or the merits of the Placing Shares and any
representation to the contrary is an offence. In Canada, the
Placing Shares may only be offered and sold on a private placement
basis and are exempt from the requirement that the Company prepares
and files a prospectus under applicable Canadian securities laws.
Any resale of Placing Shares acquired by a Canadian investor in
this Placing must be made in accordance with applicable Canadian
securities laws, which resale restrictions may under circumstances
apply to resales of the Placing Shares outside of Canada.
As applicable, each Canadian investor who purchases the Placing
Shares will be deemed to have represented to the Company, the Joint
Bookrunners and to each dealer from whom a purchase confirmation is
received, as applicable that the investor (i) is purchasing as
principal, or is deemed to be purchasing as principal in accordance
with applicable Canadian securities laws, for investment only and
not with a view to resale or redistribution; (ii) is an "accredited
investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such
term is defined in section 73.3(1) of the Securities Act (Ontario);
(iii) is a "permitted client" as such term is defined in section
1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations ("NI 31-103"), and
(iv) is purchasing the Placing Shares from a dealer permitted to
rely on the "international dealer exemption" contained in section
8.18 of NI 31-103, in which case, the investor also acknowledges
that the investor has been notified by such dealer: (A) that the
dealer is not registered in the local jurisdiction to make the
trade and that all or substantially all of the assets of the person
or company may be situated out of Canada; and (B) of the dealer's
jurisdiction of residence and the name and address of the agent for
service of process of the person or company in the local
jurisdiction and that there may be difficulty enforcing legal
rights against the person or company because of the foregoing.
If, in connection with a distribution of an eligible foreign
security as defined in Ontario Securities Commission Rule 45-501
Ontario Prospectus and Registration Exemptions and in Multilateral
Instrument 45-107 Listing Representation and Statutory Rights of
Action Disclosure Exemptions, we deliver to you an offering
document that constitutes an offering memorandum under applicable
securities laws in Canada, you may have, depending on the province
or territory of Canada in which the trade was made to you, remedies
for rescission or damages if the offering memorandum (including any
amendment thereto) contains a misrepresentation, provided that the
remedies for rescission or damages are exercised by you within the
time limit prescribed by the securities legislation of your
province or territory. You should refer to any applicable
provisions of the securities legislation of your province or
territory for the particulars of these rights or consult with a
legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts ("NI 33-105"), this Placing is conducted
pursuant to an exemption from the requirement that Canadian
investors be provided with certain underwriting conflicts of
interest disclosure that would otherwise be required pursuant to
subsection 2.1(1) of NI 33-105.
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 as to, or in relation to,
and no responsibility or liability is or will be accepted by any of
the Joint Bookrunners or any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any party or its advisers,
and any liability therefore is expressly disclaimed.
The Joint Bookrunners are acting exclusively for the Company and
no-one else in connection with the Placing and are not, and will
not be, responsible to anyone (including the Placees) other than
the Company for providing the protections afforded to their clients
nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.
None of the Company or the Joint Bookrunners or their respective
affiliates or agents makes any representation or warranty, express
or implied to any Placees regarding any investment in the
securities referred to in this Announcement under the laws
applicable to such Placees. Each Placee should consult its own
advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein .
In particular each such Placee represents, warrants and
acknowledges that:
a) 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;
b) except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it and
any account with respect to which it exercises sole investment
discretion, is either (i) outside the United States subscribing for
the Placing Shares in an offshore transaction as defined in and in
accordance with Regulation S under the Securities Act or (ii) a
"qualified institutional buyer" (each a "QIB") as defined in Rule
144A under the Securities Act ("Rule 144A"); and
c) if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation and the UK Prospectus
Regulation, that it understands the resale and transfer
restrictions set out in this Appendix and that any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a member state of the EEA to Qualified
Investors or in the United Kingdom to Relevant Persons, or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to each such proposed offer or resale.
The Company and the Joint Bookrunners will rely on the truth and
accuracy of the foregoing representations, warranties and
acknowledgements.
Bookbuild
Following this Announcement, the Joint Bookrunners will commence
a bookbuilding process in respect of the Placing (the "Bookbuild")
to determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Members
of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
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 sole discretion, determine.
Details of the Placing Agreement and of the Placing Shares
BofA Securities and Morgan Stanley are acting as joint
bookrunners in connection with the Placing. The Joint Bookrunners
have entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein,
they have agreed as agents for the Company to use their respective
reasonable endeavours to procure Placees for the Placing Shares at
a price determined following completion of the Bookbuild and as set
out in the Placing Agreement, or failing which to subscribe as
principal severally (and not jointly or jointly and severally) for
the Placing Shares. The price per Ordinary Share at which the
Placing Shares are to be placed (the "Placing Price") and the final
number of Placing Shares will be decided at the close of the
Bookbuild following the execution of the terms of subscription by
the Company and the Joint Bookrunners (the "Terms of
Subscription"). The timing of the closing of the book, pricing and
allocations are at the discretion of the Company and the Joint
Bookrunners. Details of the Placing Price and the number of Placing
Shares will be announced as soon as practicable after the close of
the Bookbuild.
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares (other than treasury
shares which are non-voting and do not qualify for dividends),
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the Closing Date. The Placing Shares will be issued
free of any claims, encumbrances, liens, charges or other security
interests.
Application for admission to trading
The Company will apply to the Financial Conduct Authority (the
"FCA") for admission of the Placing Shares to the premium listing
segment of the Official List of the FCA (the "Official List") and
to London Stock Exchange plc (the "London Stock Exchange") for
admission to trading of the Placing Shares on its Main Market for
listed securities ("Admission").
It is expected that Admission will become effective at 8.00 a.m.
on 21 May 2021 (or such later time and/or date as may be agreed
between the Company and the Joint Bookrunners) and that dealings in
the Placing Shares will commence at that time.
The Joint Bookrunners are not acting for the Company with
respect to the Retail Offer.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally,
and not jointly, nor jointly and severally, as agents of the
Company. Participation will only be available to persons who may
lawfully be, and are, invited to participate by any of the Joint
Bookrunners. Each of the Joint Bookrunners and their respective
affiliates are entitled to enter bids as principal in the
Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Joint Bookrunners by all Placees whose bids
are successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Joint
Bookrunners and the Company following completion of the Bookbuild.
The Placing Price will be announced on a Regulatory Information
Service following the completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing 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 acquire either at the
Placing Price which is ultimately established by the Company and
the Joint Bookrunners or at prices up to a price limit specified in
its bid. Bids may be scaled down by the Joint Bookrunners on the
basis referred to in paragraph 6 below.
4. The Bookbuild is expected to close no later than 17:00 p.m.
(London time) on 19 May 2021 but may be closed earlier or later, at
the discretion of the Joint Bookrunners. The Joint Bookrunners may,
in agreement with the Company, accept bids that are received after
the Bookbuild has closed.
5. Each Placee's allocation will be confirmed to Placees orally
by the relevant Joint Bookrunner following the close of the
Bookbuild, and a trade confirmation will be dispatched as soon as
possible thereafter. Subject to paragraph 7 below, the relevant
Joint Bookrunner's oral confirmation to such Placee will constitute
an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of such Joint
Bookrunner and the Company, under which such Placee agrees to
acquire the number of Placing Shares allocated to it and to pay the
relevant Placing Price at the times and on the terms and conditions
set out in this Appendix and in accordance with the Company's
corporate documents. The Company will make a further announcement
following the close of the Bookbuild detailing the number of
Placing Shares to be issued and the price at which the Placing
Shares have been placed.
6. Subject to paragraphs 2 and 3 above, the Joint Bookrunners
will, in effecting the Placing, agree with the Company the identity
of the Placees and the basis of allocation of the Placing Shares,
and may scale down any bids for this purpose on such basis as they
may determine. The Joint Bookrunners may also, notwithstanding
paragraphs 2 and 3 above and subject to the prior consent of the
Company, (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The acceptance of offers
shall be at the absolute discretion of the Joint Bookrunners.
7. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each Placee
of an Investor Representation Letter in the form in the form
provided to it by one of the Joint Bookrunners or its
affiliates.
8. 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
relevant Joint Bookrunner's 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 relevant Joint Bookrunner, to pay
it (or as it may direct) at the relevant time(s) 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 acquire. Such
Placees' obligations will be owed to the relevant Joint
Bookrunner.
9. Except as required by law or regulation, no press release or
other announcement will be made by any of the Joint Bookrunners or
the Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same times, on the basis explained below
under "Registration and Settlement".
11. All obligations under the Bookbuild and 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 "Termination of the Placing Agreement".
12. By participating in the Bookbuild, 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 after confirmation (oral
or otherwise) by a Joint Bookrunner.
13. To the fullest extent permissible by law, none of the Joint
Bookrunners, the Company or any of their respective directors,
officers, employees, agents or affiliates, nor any person acting on
any of their respective behalfs, shall have any responsibility or
liability (whether in contract, tort or otherwise) 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 directors, officers,
employees, agents or affiliates shall have any responsibility or
liability (whether in contract, tort or otherwise and including to
the extent permissible by law or any fiduciary duties) in respect
of the Joint Bookrunners' conduct of the Bookbuild or of such
alternative method of effecting the Placing as the Joint
Bookrunners, their respective affiliates and the Company may
agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Joint Bookrunners' obligations under the Placing
Agreement are conditional on certain customary conditions,
including:
a) the Terms of Subscription having been executed and delivered
by the Company and the Joint Bookrunners by no later than 5:00 p.m.
on the date of the Placing Agreement (or such later time and/or
date as the Company and the Joint Bookrunners may agree);
b) the publication of the Company's announcements regarding its
full year results and the details of the Placing on a Regulatory
Information Service by no later than 8:00 a.m. on the date of the
Placing Agreement (or such later time and/or date as the Company
and the Joint Bookrunners may agree);
c) the publication of the results of the Placing on a Regulatory
Information Service as soon as reasonably practicable following the
execution of the Terms of Subscription and in any event by 8:00
a.m. on the business day following the date of the Placing
Agreement (or such later time and/or date as the Company and the
Joint Bookrunners may agree);
d) each of the representations and warranties on the part of the
Company in the Placing Agreement being true and accurate and not
misleading on the date of the Placing Agreement, the Pricing Date,
and the Closing Date as though they had been given and made on such
dates by reference to the facts and circumstances then
subsisting;
e) the Company having complied with its obligations under the
Placing Agreement or under the terms or conditions of the Placing
which fall to be performed on or prior to the Closing Date save
where, in the opinion of the Joint Bookrunners, acting together and
in good faith, such non-compliance is not (singly or in the
aggregate) material in the context of the Placing or Admission;
f) there not having occurred, in the good faith opinion of the
Joint Bookrunners, any material adverse change since the date of
the Placing Agreement at any time before the Closing Date (whether
or not foreseeable at the date of the Placing Agreement);
g) other than certain announcements contemplated in connection with the Placing and Admission, no supplementary announcement being required to be published in connection with the Placing prior to Admission other than would not, in the good faith opinion of the Joint Bookrunners, be expected to be adverse to the Placing;
h) the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement;
i) the delivery of certain documents by the Company (including
customary legal opinions) to the Joint Bookrunners; and
j) Admission of the Placing Shares occurring not later than 8:00
a.m. (London time) on 21 May 2021 (the "Closing Date") (or such
later time or date as the Joint Bookrunners may agree with the
Company in writing).
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) 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, the Placing
will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by it in
respect thereof.
The Joint Bookrunners may, at their discretion, waive
satisfaction in relation to the conditions in the Placing Agreement
save that conditions (b), (c), (h) and (j) may not be waived. Any
such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
None of the Joint Bookrunners, nor any of their respective
directors, officers, employees, agents or affiliates shall have any
liability (whether in contract, tort or otherwise) to any Placee
(or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it or another person 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.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
The Joint Bookrunners are entitled, at any time on or before
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances, including, inter alia, if: (i)
any statement contained in the Company's announcements or made in
connection with the investor presentation relating to the Placing
and Admission is or has become untrue, incorrect or misleading, or
any matter has arisen which would, if such announcements and the
investor presentation were to be issued at that time, constitute an
inaccuracy or omission therefrom and which the Joint Bookrunners,
acting in good faith, consider to be material in the context of the
Placing or Admission; (ii) there has been a breach by the Company
of any of the warranties contained in the Placing Agreement; (iii)
there has been a breach by the Company of any undertakings or
covenants or any other provision contained in the Placing Agreement
which, in the opinion of the Joint Bookrunners, acting in good
faith, is material in the context of Admission or the Placing; (iv)
in the opinion of the Joint Bookrunners, acting in good faith,
there shall have been a material adverse change, whether or not
foreseeable at the date of the Placing Agreement; (v) the
application for Admission is withdrawn or refused by the FCA and/or
the London Stock Exchange; or (vi) there has occurred a material
adverse change in international financial markets, a suspension or
material limitation to trading in any securities of the Company or
to trading generally on the New York Stock Exchange, the NASDAQ
National Market or the London Stock Exchange, a material disruption
in commercial banking or securities settlement or clearance, an
actual or prospective change or development in taxation materially
affecting any member of the Group or the Ordinary Shares (including
transfer thereof), the imposition of exchange controls by the
United States, the United Kingdom or any member of the European
Union, or the declaration of a banking moratorium by the United
States, the United Kingdom or any member of the European Union, the
effect of which, in each case, in the opinion of the Joint
Bookrunners, acting in good faith, makes it impracticable or
inadvisable to proceed with the Placing or to enforce contracts for
the sale of the Placing Shares.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or the Joint Bookrunners or for agreement
between the Company and the Joint Bookrunners (as the case may be)
and that neither the Company nor the Joint Bookrunners need make
any reference to, or consult with, Placees and that neither they
nor any of their respective affiliates, agents, directors, officers
or employees shall have any liability to Placees whatsoever in
connection with any such exercise or failure to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement and subject to the
further terms set forth in the trade confirmation to be provided to
individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms to the Joint
Bookrunners and the Company that it has neither received nor relied
on any other information, representation, warranty, or statement
made by or on behalf of the Company (other than publicly available
information) or the Joint Bookrunners or their respective
Affiliates or any other person and none of the Joint Bookrunners or
the Company, or any of their respective Affiliates or any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). By participating in the Placing, each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the
Company nor the Joint Bookrunners are making any undertaking or
warranty to any Placee regarding the suitability or legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude or limit the liability of
any person for fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and 180 calendar days
after Admission (inclusive), it will not, without the prior written
consent of the Joint Bookrunners, directly or indirectly, enter
into certain transactions involving or relating to the Ordinary
Shares, subject to certain customary carve-outs agreed between the
Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to grant consent to waive the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up under the Placing Agreement shall be
within the absolute discretion of the Joint Bookrunners and that
they need not make any reference to, or consultation with, Placees
and that they 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:
GB00B1FH8J72) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Joint Bookrunners and the
Company reserve the right to require settlement for, and delivery
of, the Placing Shares to Placees by such other means that they
deem necessary if delivery or settlement is not practicable in
CREST within the timetable set out in this Announcement or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the total number of Placing Shares to be
allocated to it at the Placing Price, the aggregate amount owed by
such Placee to the relevant Joint Bookrunner and settlement
instructions. Placees should settle against CREST ID: 686. It is
expected that such contract note will be despatched on or around 19
May 2021 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Joint Bookrunner (unless
otherwise agreed).
The Company will deliver the Placing Shares to a CREST account
operated by BofA Securities as agent for the Company and BofA
Securities will enter its delivery (DEL) instruction into the CREST
system. BofA Securities will hold any Placing Shares delivered to
this account as nominee for the Placees. The input to CREST by a
Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement will be on 21 May 2021 in
accordance with the instructions set out in the trade confirmation
and Admission will occur at 8.00a.m. on 21 May 2021.
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 agrees that, if it does not comply with these
obligations, the Joint Bookrunners 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 (as
agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and shall be required to bear any stamp duty, stamp duty
reserve tax or other stamp, securities, transfer, registration,
execution, documentary or other similar impost, duty or tax imposed
in any jurisdiction (together with any interest, fines or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on the Joint Bookrunners all such authorities
and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which the Joint Bookrunners lawfully
take in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject to as provided
below, be so registered free from any liability to UK stamp duty or
UK stamp duty reserve tax. If there are any circumstances in which
any other stamp duty or stamp duty reserve tax (and/or any
interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue 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), neither the
Joint Bookrunners nor the Company shall be responsible for the
payment thereof.
Representations and warranties
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 joint bookrunners
and as placing agents of the Company in respect of the Placing) and
the Company, in each case as a fundamental term of its application
for Placing Shares, the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation and/ or the UK Prospectus
Regulation and it has not received and will not receive a
prospectus, admission document or other offering document in
connection with the Bookbuild, the Placing or the Placing
Shares;
3. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
4. that certain Ordinary Shares are admitted to trading on the
London Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance
with UK MAR and the rules and practices of the London Stock
Exchange and/or the FCA (collectively, the "Exchange Information"),
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding financial years
and that it has reviewed such Exchange Information and that it is
able to obtain or access such Exchange Information;
5. that none of the Joint Bookrunners, nor the Company nor any
of their respective Affiliates nor any person acting on behalf of
any of them has provided, and none of them will provide, it with
any material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested any of the Joint
Bookrunners, the Company, or any of their respective Affiliates nor
any person acting on behalf of any of them to provide it with any
such material or information;
6. unless otherwise specifically agreed with the Joint
Bookrunners, that they are not, and at the time the Placing Shares
are acquired, neither it nor the beneficial owner of the Placing
Shares will be, a resident of a Restricted Territory or any other
jurisdiction in which it would be unlawful to make or accept an
offer to acquire the Placing Shares, and further acknowledges that
the Placing Shares have not been and will not be registered or
otherwise qualified, for offer and sale nor will an offering
document, prospectus or admission document be cleared or approved
in respect of any of the Placing Shares under the securities
legislation of the United States or any other Restricted Territory
and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in
or into those jurisdictions or in any country or jurisdiction where
any such action for that purpose is required;
7. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Joint
Bookrunners or any of their respective Affiliates or any person
acting on their behalf has or shall have any responsibility or
liability for any information, representation or statement
contained in this Announcement or any information previously or
subsequently published by or on behalf of the Company, including,
without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or any information previously published by or on
behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by the Joint
Bookrunners or the Company and none of the Joint Bookrunners or the
Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing and that none of
the Joint Bookrunners or any of their Affiliates have made any
representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing and the Placing Shares or the
accuracy, completeness or adequacy of the Exchange Information, and
each of them expressly disclaims any liability in respect thereof.
Nothing in this paragraph or otherwise in this Announcement
excludes the liability of any person for fraudulent
misrepresentation made by that person;
8. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Joint
Bookrunners, any of its Affiliates or any person acting on the
Joint Bookrunners or any of its Affiliates' behalf and understands
that (i) none of the Joint Bookrunners or any of their respective
Affiliates nor any person acting on its behalf has or shall have
any liability for public information or any representation; (ii)
none of the Joint Bookrunners or any of their respective Affiliates
nor any person acting on its behalf has or shall have any liability
for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the
date of this document or otherwise; and that (iii) none of the
Joint Bookrunners or any of their respective Affiliates nor any
person acting on their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of
this Announcement or otherwise;
9. that 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 liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability 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;
10. acknowledges that no action has been or will be taken by 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 any country or
jurisdiction where any such action for that purpose is
required;
11. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or
any of their respective Affiliates acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing;
12. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
13. that it has complied with its obligations under the Criminal
Justice Act 1993, EU MAR, UK MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime
and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and the Money Laundering Sourcebook
of the FCA 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, 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. If within a reasonable time after a request for
verification of identity, the Joint Bookrunners have not received
such satisfactory evidence, the Joint Bookrunners may, in their
absolute discretion, terminate the Placee's Placing participation
in which event all funds delivered by the Placee to the Joint
Bookrunners will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited;
14. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Joint Bookrunners and the Company 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);
15. if in a Member State of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is a
"Qualified Investor" within the meaning of Article 2(e) of the
Prospectus Regulation;
16. if in the United Kingdom, that it is a Qualified Investor:
(i) who falls within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (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
this Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
17. that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United
States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
18. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
19. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
20. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation and the UK
Prospectus Regulation, that the Placing Shares acquired for by it
in the Placing will not be acquired for on a non-discretionary
basis on behalf of, nor will they be acquired for with a view to
their offer or resale to, persons in a member state of the EEA
other than Qualified Investors or persons in the United Kingdom
other than Relevant Persons, or in circumstances in which the prior
consent of the Joint Bookrunners has been given to the proposed
offer or resale;
21. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to
Relevant Persons or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of FSMA;
22. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the EEA prior to Admission 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
Regulation;
23. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
24. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
25. if it has received any inside information (as defined under
UK MAR) about the Company in advance of the Placing, it has not:
(i) dealt in the securities of the Company; (ii) encouraged or
required another person to deal in the securities of the Company;
or (iii) disclosed such information to any person except as
permitted by the UK MAR, prior to the information being made
publicly available;
26. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Joint Bookrunners, any of their Affiliates or any person acting
on their behalf being in breach of the legal and/or regulatory
requirements and/or any anti-money laundering requirements of any
territory in connection with the Placing; and (iv) that the
subscription for and purchase of the Placing Shares by it or any
person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise;
27. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Joint Bookrunners may in their absolute discretion determine and
without liability to such Placee. It will, however, remain liable
for any shortfall below the net proceeds of such sale and the
placing proceeds of such Placing Shares and may be required to bear
any stamp duty or stamp duty reserve tax or other similar taxes
(together with any interest, fines or penalties) due pursuant to
the terms set out or referred to in this Announcement which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
28. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Joint Bookrunners
or the Company may call upon it to acquire a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
29. that none of the Joint Bookrunners nor any of their
respective Affiliates nor any person acting on their behalf, is
making any recommendations to it, or advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of the
Joint Bookrunners and that the Joint Bookrunners do not have any
duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of the Joint Bookrunners' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
30. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Joint Bookrunners nor the Company nor
any of their respective Affiliates will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar
duties or taxes (together with any interest, fines or penalties)
resulting from a failure to observe this requirement. Each Placee
and any person acting on behalf of such Placee agrees to indemnify
each of the Joint Bookrunners, the Company and any of their
respective Affiliates in respect of the same on an after-tax basis
on the basis that the Placing Shares will be allotted to the CREST
stock account of BofA Securities who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
31. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Joint Bookrunners or the
Company 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;
32. that each of the Joint Bookrunners, the Company and their
respective Affiliates and others will rely upon the truth and
accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to each of the Joint Bookrunners on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises each of the Joint Bookrunners and the Company 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;
33. that it will indemnify on an after-tax basis and hold each
of the Joint Bookrunners, the Company and their respective
Affiliates and any person acting on their behalf harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of, directly or indirectly, or in
connection with any breach by it of the representations,
warranties, acknowledgements, agreements and undertakings in this
Appendix, and the Company and the Joint Bookrunners will rely on
the truth and accuracy of the confirmations, warranties,
acknowledgements and undertakings herein and, if any of the
foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify the Joint Bookrunners and the Company. All
confirmations, warranties, acknowledgements and undertakings given
by the Placee, pursuant to this Announcement (including this
Appendix) are given to the Joint Bookrunners for itself and on
behalf of the Company, and it further agrees that the provisions of
this Appendix shall survive after completion of the Placing;
34. acknowledges that it irrevocably appoints any director of
the Joint Bookrunners as its agent for the purposes 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 agreed to be taken up by it under the
Placing;
35. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Joint Bookrunners'
conduct of the Placing;
36. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Joint Bookrunners, (iv) it has had
sufficient time and access to information to consider and conduct
its own investigation with respect to the offer and purchase of the
Placing Shares, including the legal, regulatory, tax, business,
currency and other economic and financial considerations relevant
to such investment and has so conducted its own investigation to
the extent it deems necessary for the purposes of its
investigation, and (v) it will not look to the Company, the Joint
Bookrunners, any of their respective Affiliates or any person
acting on their behalf for all or part of any such loss or losses
it or they may suffer;
37. acknowledges and agrees that none of the Joint Bookrunners
or the Company owe any fiduciary or other duties to it or any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
38. understands and agrees that it may not rely on any
investigation that the Joint Bookrunners or any person acting on
its behalf may or may not have conducted with respect to the
Company and its Affiliates or the Placing and the Joint Bookrunners
have not made any representation or warranty to it, express or
implied, with respect to the merits of the Placing, the
subscription for or purchase of the Placing Shares, or as to the
condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation
to it to acquire the Placing Shares. It acknowledges and agrees
that no information has been prepared by, or is the responsibility
of, the Joint Bookrunners for the purposes of this Placing;
39. acknowledges and agrees that it will not hold any of the
Joint Bookrunners or any of their respective Affiliates or any
person acting on their behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Group or information made available
(whether in written or oral form) relating to the Group (the
"Information") and that none of the Joint Bookrunners or any person
acting on behalf of the Joint Bookrunners makes any representation
or warranty, express or implied, as to the truth, accuracy or
completeness of such Information or accepts any responsibility for
any of such Information;
40. that in connection with the Placing, the Joint Bookrunners
and any of their respective Affiliates acting as an investor for
its own account may take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such
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 shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Joint
Bookrunners and any of their respective Affiliates acting in such
capacity. In addition the Joint Bookrunners may enter into
financing arrangements and swaps with investors in connection with
which the Joint Bookrunners may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. None of the Joint Bookrunners or any of their respective
Affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
41. acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of any Restricted Territory and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States or any other Restricted Territory, or in any country or
jurisdiction where any action for that purpose is required;
42. the Placing Shares offered and sold in the United States are
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act and, so long as the Placing Shares are
"restricted securities", it will not deposit the Placing Shares
into any unrestricted depositary receipt facility maintained by any
depositary bank in respect of the Company's shares. It will not
reoffer, sell, pledge or otherwise transfer the Placing Shares
except: (i) in an offshore transaction in accordance with
Regulation S under the Securities Act; (ii) in the United States to
QIBs pursuant to Rule 144A; (iii) pursuant to Rule 144 under the
Securities Act (if available) or another exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, in each case in compliance with all applicable
securities laws of the United States or any State or other
jurisdiction of the United States or (iv) pursuant to an effective
registration statement under the Securities Act and that, in each
such case, such offer, sale, pledge or transfer will be made in
accordance with any applicable securities laws of any state of the
United States;
43. the Placing Shares are being offered and sold by or on
behalf of the Company in offshore transactions (as defined in
Regulation S under the Securities Act) and to certain qualified
institutional buyers ("QIBs") (as defined in Rule 144A) in reliance
upon Rule 144A or another exemption from, or transaction not
subject to, the registration requirements under the Securities Act.
It and the prospective beneficial owner of the Placing Shares is,
and at the time the Placing Shares are subscribed for will be
either: (i) outside the United States and subscribing for the
Placing Shares in an offshore transaction as defined in, and in
accordance with, Regulation S under the Securities Act or (ii) a
QIB which has (where required by the relevant Joint Bookrunner)
agreed to be bound to the terms of the Investor Representation
Letter in the form provided to it by one of the Joint Bookrunners
or its affiliates. In addition, with respect to (ii) above, it is
subscribing for the Placing Shares for its own account or for one
or more accounts as to each of which it exercises sole investment
discretion and each of which is a QIB, it is subscribing for the
Placing Shares for investment purposes only and not with a view to
any distribution or for resale in connection with the distribution
thereof in whole or in part, in the United States and it has full
power to make the acknowledgements, representations and agreements
herein on behalf of each such account;
44. that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or any form of directed selling efforts (as defined
in Regulation S).
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Joint Bookrunners
(for their own benefit and, where relevant, the benefit of their
respective Affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Joint Bookrunners or the
Company owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in
the Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK 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. None of the Company or
the Joint Bookrunners will be responsible for any UK stamp duty or
UK stamp duty reserve tax (including any interest and penalties
relating thereto) arising in relation to the Placing Shares in any
other circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, 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.
Neither the Joint Bookrunners nor the Company are liable to bear
any stamp duty or stamp duty reserve tax or any other similar
duties or taxes ("transfer taxes") that arise (i) if there are any
such arrangements (or if any such arrangements arise subsequent to
the acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Joint Bookrunners and/or the Company and their respective
Affiliates harmless from any such transfer taxes, and all interest,
fines or penalties in relation to such transfer taxes. Each Placee
should, therefore, take its own advice as to whether any such
transfer tax liability arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that any of the Joint Bookrunners or any of
their respective Affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that the Joint
Bookrunners are receiving a fee in connection with their role in
respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with any of the Joint Bookrunners on behalf of the Placee and/or
any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the
FCA made under the FSMA. The Placee acknowledges that the money
will not be subject to the protections conferred by the client
money rules; as a consequence, this money will not be segregated
from the Joint Bookrunners' money in accordance with the client
money rules and will be used by the Joint Bookrunners in the course
of its own business; and the Placee will rank only as a general
creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to
amendment by the Joint Bookrunners (in their absolute discretion).
The Joint Bookrunners shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Bookrunners and the Company
under these Terms and Conditions 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.
Each Placee 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.
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission means admission of the Placing
Shares to the premium listing
segment of the Official List
and to trading on the London
Stock Exchange's main market
for listed securities;
Affiliate has the meaning given in Rule
501(b) of Regulation D under
the Securities Act or Rule
405 under the Securities Act,
as applicable and, in the case
of the Company, includes its
subsidiary undertakings;
Announcement means this announcement (including
its Appendices);
BofA Securities means Merrill Lynch International;
Bookbuild means the bookbuilding process
to be commenced by the Joint
Bookrunners to use reasonable
endeavours to procure placees
for the Placing Shares, as
described in this Announcement
and subject to the terms and
conditions set out in this
Announcement and the Placing
Agreement;
Closing Date means the day on which the
Placing will be settled;
Company means Severn Trent PLC;
CREST means the relevant system (as
defined in the Uncertificated
Securities Regulations 2001
(SI 2001 No. 3755)) in respect
of which Euroclear is the Operator
(as defined in such Regulations)
in accordance with which securities
may be held and transferred
in uncertificated form;
DTRs means the Disclosure Guidance
and Transparency Rules made
by the FCA pursuant to Part
VI of FSMA;
EU MAR means the Market Abuse Regulation
(EU) No.596/2014;
Euroclear means Euroclear UK & Ireland
Limited, a company incorporated
under the laws of England and
Wales;
FCA or Financial Conduct Authority means the UK Financial Conduct
Authority;
FSMA means the Financial Services
and Markets Act 2000 (as amended);
Group means the Company and its subsidiary
undertakings;
Investor Representation Letter means the letter in the form
set out in the Placing Agreement;
Joint Bookrunners Morgan Stanley and BofA Securities;
Listing Rules means the rules and regulations
made by the FCA under FSMA;
LSE or London Stock Exchange means London Stock Exchange
plc;
Material Adverse Change means any material adverse
effect or change in or affecting,
or any development reasonably
likely to give rise to or involve
a material adverse change,
in or affecting the condition
(financial, operational, legal
or otherwise) or the earnings,
management, business affairs,
solvency or prospects of the
Company or the Group taken
as a whole, whether or not
arising in the ordinary course
of business and whether or
not foreseeable at the date
of this Announcement;
Morgan Stanley means Morgan Stanley & Co.
International plc;
Ordinary Share means an ordinary share of
97(17/19) pence each in the
capital of the Company;
Placee means any person (including
individuals, funds or otherwise)
by whom or on whose behalf
a commitment to acquire Placing
Shares has been given;
Placing has the meaning given in the
section headed "Proposed Placing
of Ordinary Shares" of this
Announcement;
Placing Agreement has the meaning given to it
in this Appendix;
Placing Price means the price per Ordinary
Share at which the Placing
Shares are placed;
Placing Shares has the meaning given in the
section headed "Proposed Placing
of New Ordinary Shares" of
this Announcement;
Pricing Announcement means the announcement published
by the Company confirming the
results of the Placing on a
Regulatory Information Service
following the execution of
the Terms of Subscription;
Pricing Date means the date on which the
Pricing Announcement is published;
Prospectus Regulation means the Prospectus Regulation
(EU) 2017/1129;
QIB means qualified institutional
buyer as defined in Rule 144A
of the Securities Act;
Regulation S means Regulation S promulgated
under the Securities Act;
Regulatory Information Service means any of the services set
out in Appendix 3 of the Listing
Rules;
Restricted Territory means the United States, Australia,
Canada, the Republic of South
Africa or Japan;
Securities Act means the U.S. Securities Act
of 1933, as amended;
subsidiary has the meaning given to that
term in the Companies Act 2006;
subsidiary undertaking has the meaning given to that
term in the Companies Act 2006;
Terms and Conditions means the terms and conditions
of the Placing set out in this
Appendix;
Terms of Subscription has the meaning given to it
in this Appendix;
UK MAR means the Market Abuse Regulation
(EU) No.596/2014, as it forms
part of domestic law by virtue
of the European Union (Withdrawal)
Act 2018;
UK Prospectus Regulation the Prospectus Regulation as
it forms part of UK domestic
law by virtue of the European
Union (Withdrawal) Act 2018;
uncertificated or in uncertificated means in respect of a share
form or other security, where that
share or other security is
recorded on the relevant register
of the share or security concerned
as being held in uncertificated
form in CREST and title to
which may be transferred by
means of CREST;
United Kingdom or UK means the United Kingdom of
Great Britain and Northern
Ireland; and
United States or US means the United States of
America, its territories and
possessions, any state of the
United States of America, the
District of Columbia and all
other areas subject to its
jurisdiction and any political
sub-division thereof.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK. All
references to "US$", "$" or "dollars" are to the lawful currency of
the United States of America.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOELVLLFFELZBBL
(END) Dow Jones Newswires
May 19, 2021 02:00 ET (06:00 GMT)
Severn Trent (LSE:SVT)
Historical Stock Chart
From Sep 2024 to Oct 2024
Severn Trent (LSE:SVT)
Historical Stock Chart
From Oct 2023 to Oct 2024