TIDMTRS
RNS Number : 9191Q
Tarsus Group PLC
05 December 2016
5 December 2016
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION IN
IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO 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.
Tarsus Group plc
Conditional Acquisition of Connect
and
Placing of New Ordinary Shares to raise GBP24.1 million
Tarsus Group plc ("Tarsus" or the "Group"), the international
business-to-business media group, announces that it has
conditionally agreed to acquire 80.1 per cent of Connect Meetings,
LLC (trading as "Connect") for a cash consideration of up to
approximately $57.0 million (the "Acquisition"), payable by way of
initial consideration of approximately $44.0 million plus up to
$1.0 million for working capital and up to $12.0 million payable
over the next two years subject to certain conditions.
Tarsus also announces today that it intends to place up to
10,252,610 new ordinary shares of 5 pence each in the capital of
Tarsus (the "Placing Shares") at a price of 235.0 pence per Placing
Share (the "Placing Price"), representing approximately 9.9 per
cent. of Tarsus' existing issued share capital (the "Placing"),
raising gross proceeds of GBP24.1 million. The proceeds of the
Placing will be used to part-fund the Acquisition, with the
remaining approximate $27.4 million of the maximum Acquisition
consideration being funded through drawdown under the Group's
amended bank facilities, which have been increased to GBP111.0
million and the maturity date extended to 2020. The Placing is not
conditional upon completion of the Acquisition.
Highlights:
-- Acquisition of 80.1 per cent. of Connect, a market leading US
business travel and meetings event organiser for a cash
consideration of up to approximately $57.0 million.
-- Strategic rationale in line with Tarsus' Quickening the Pace strategy:
o Increases the Group's exposure to US economy;
o Addresses markets in transition;
o Strong financial track record; and
o Organic growth opportunities, including event
replications.
-- Connect has delivered a strong track record of growth and for
the financial year ending 31 December 2016 the directors of Tarsus
expect Connect to generate revenue of $17.2 million and EBITDA of
$6.3 million.
-- Management of Connect will continue to manage the business after the Acquisition.
-- Net proceeds of the Placing of approximately GBP23.4 million
to be used to part-fund the Acquisition.
-- The directors of Tarsus believe that together the Placing and
Acquisition will be earnings accretive in the year ending 31
December 2017 and thereafter.
Commenting on the Placing, Douglas Emslie, Group Managing
Director, said:
"Following the recent acquisition of Intex in China, which
brought two world class exhibitions into the Group, Music China and
CES Asia, we are delighted to be acquiring Connect in the US. The
US and China are two of the world's largest exhibition markets and
both are a key area of focus for Tarsus. These acquisitions tick
all of the boxes of our Quickening the Pace strategy.
"Connect is a strong brand, led by an entrepreneurial team with
a track record of delivering strong growth. We are pleased to have
acquired Connect as companies of this size and quality are
increasingly difficult to find. There is a great opportunity to
quicken that growth further by expansion and replication within the
US and other selected territories and to launch into new verticals.
I would like to warmly welcome the Connect team on board."
This announcement contains inside information.
For further information contact:
Tarsus Group plc
Douglas Emslie, Group Managing
Director +44 (0) 20 8846 2700
Dan O'Brien, Group Finance
Director +44 (0) 20 8846 2700
Investec Bank plc (Sole Bookrunner
and Broker)
Chris Sim / David Anderson
/ Henry Reast +44 (0) 20 7549 4000
IR Focus
Neville Harris, Investor Relations +44 (0) 79 0997 6044
Notes to Editors
Tarsus Group plc. (LSE:TRS) is an international
business-to-business media group with interests in exhibitions,
publishing and online media. The Group operates globally in the US
and Americas, China, Southeast Asia, the Middle East and North
Africa, Turkey and Europe, in key verticals including aviation,
medical, labels and packaging, discount clothing (Off-Price),
travel, housewares and automotive.
Tarsus runs more than 100 events and websites and its flagship
brands include the Labelexpo Global Series in Europe, the Americas
and Asia and the Dubai Airshow.
The Group operates across a worldwide network of offices in
Dublin, London, Jakarta, Milwaukee, Atlanta, Boca Raton (Florida),
Dubai, Shanghai and Istanbul.
For more information visit www.tarsus.com.
The information contained within this announcement is deemed by
Tarsus to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No.596/2014. By the publication of
this announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section below.
The Appendix to this announcement (which forms part of this
announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
IMPORTANT NOTICES
This announcement is not an offer of securities for sale into
the United States. The securities referred to herein have not been
and will not be registered under the US Securities Act 1933, as
amended, and will be offered only in "offshore transactions" as
defined in and pursuant to regulations under the US Securities Act
1933, as amended. No public offering of securities is being made in
the United States. No money, securities or other consideration from
any person inside the United States is being solicited and, if sent
in response to the information contained in this announcement, will
not be accepted.
This announcement may contain "forward-looking statements" with
respect to certain of Tarsus' plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of Tarsus, including
amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in
interest rates and exchange rates, the policies and actions of
governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of
future acquisitions or combinations within relevant industries, the
effect of tax and other legislation and other regulations in the
jurisdictions in which Tarsus and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on Tarsus' profitability and ability to access capital and
credit, a decline in Tarsus' credit ratings, the effect of
operational risks and the loss of key personnel. As a result, the
actual future financial condition, performance and results of
Tarsus may differ materially from the plans, goals and expectations
set out in any forward-looking statements. Any forward-looking
statements made in this announcement by or on behalf of Tarsus
speak only as at the date on which they are made. Except as
required by applicable law or regulation, Tarsus expressly
disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this
announcement to reflect any changes in Tarsus' expectations with
regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
Investec Bank plc ("Investec") is authorised by the Prudential
Regulatory Authority and regulated in the United Kingdom by the
Prudential Regulation Authority and the Financial Conduct Authority
(the "FCA") and is acting exclusively for Tarsus and no one else in
connection with the Placing and will not be responsible to anyone
(including any Placees) other than Tarsus for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Investec or by any of its 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
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This announcement contains certain financial measures that are
not defined or recognised under IFRS, including EBITDA (being
earnings before interest, tax, depreciation, amortisation).
Information regarding these measures are sometimes used by
investors to evaluate the efficiency of a company's operation and
its ability to employ its earnings toward repayment of debt,
capital expenditures and working capital requirements. There are no
generally accepted principles governing the calculation of these
measures and the criteria upon which these measures are based can
vary from company to company. These measures, by themselves, do not
provide a sufficient basis to compare Tarsus' performance with that
of other companies and should not be considered in isolation or as
a substitute for operating profit or any other measure as an
indicator of operating performance, or as an alternative to cash
generated from operating activities as a measure of liquidity.
No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be
interpreted to mean that earnings per share of Tarsus for the
current or future years would necessarily match or exceed the
historical published earnings per share of Tarsus.
Neither the content of Tarsus' website (or any other website)
nor the content of any website accessible from hyperlinks on
Tarsus' website (or any other website) is incorporated into or
forms part of this announcement.
Proposed Acquisition of Connect
and
Placing of New Ordinary Shares to raise GBP24.1 million
Introduction
Tarsus, the international business-to-business media group,
announces that it has conditionally agreed to acquire 80.1 per cent
of Connect Meetings, LLC (trading as Connect) for a cash
consideration of up to approximately $57.0 million, payable by way
of initial consideration of approximately $44.0 million plus up to
$1.0 million for working capital and up to $12.0 million payable
over the next two years subject to certain conditions.
Tarsus also announces today that it intends to place up to
10,252,610 Placing Shares at a Placing Price of 235.0 pence per
Placing Share, representing approximately 9.9 per cent. of Tarsus'
existing issued share capital, raising gross proceeds of
approximately GBP24.1 million. The proceeds of the Placing will be
used to part-fund the Acquisition, with the remaining approximate
$27.4 million of the maximum Acquisition consideration being funded
through drawdown under the Group's amended bank facilities, which
have been increased to GBP111.0 million and the maturity date
extended to 2020. The Placing is not conditional upon completion of
the Acquisition.
Information on Connect
Overview
Connect is a leading US business travel and meetings event
company, serving the business travel and meetings sector through a
combination of national, regional and vertically focused events
which are supplemented by an integrated media offering and
additional marketing solutions.
Connect has developed and manages a series of events across the
United States held throughout the year that bring together meeting
professionals and planners with suppliers to the business travel
and meetings sector. The meetings are arranged on an
invitation-only, appointment-based format, which deliver
efficiencies for both suppliers and planners.
Business travel & meetings market
Connect's core market is the US business travel and meetings
market. Global business travel spend was a record-breaking $1.2
trillion in 2015, with the US market ranked second in business
travel spend at $290 billion. Tarsus believes that there has been a
surge in construction of hotel rooms and event space over the last
10 years to take advantage of the expanding business travel
market.
Events
In 2016, Connect held 13 events in the US across the following
product sets:
National event - Connect Marketplace
Connect's flagship event, Connect Marketplace, is an annual
event targeting industry leading planners, suppliers and experts
focused on the Association, Corporate, Sports, and Specialty
verticals and takes place over a three day period in August each
year. The 2016 Connect Marketplace event attracted in excess of
1,000 planners and 2,000 suppliers and sponsors.
Vertically focused events: (four events in 2016)
Connect currently has four events in the following industry
verticals: Faith, Diversity, Incentive and a second Association
event held in Washington DC. These events are held throughout the
year across the United States.
Regionally focused events: (eight events in 2016)
Connect launched its first regional event in 2015 and
subsequently ran eight events in 2016. These events focus on
professionals who are focused on doing business in specific
geographical regions across the US.
The Connect ecosystem is supported by an integrated media and
marketing offering. Connect also produces print, digital and social
media content that drives year-round brand engagement. Original
content is also produced via web properties, print magazines and as
show guides. Connect also offers a full suite of marketing
solutions, including newsletters, webinars, lead generation,
display, email and social and video marketing to drive targeted
marketing programmes.
Financial Information
Connect has a strong track record of revenue and profit growth.
For the year ending 31 December 2016, Tarsus expects Connect to
deliver turnover of approximately $17.2 million and EBITDA of
approximately $6.3 million. As at 30 September 2016, Connect had
unaudited gross assets of approximately $3.5 million.
Background to and reasons for the Acquisition and Placing
Tarsus continues to progress its "Quickening the Pace" strategy,
which is focused on accelerating the pace of financial returns to
shareholders through organic growth and strategic acquisitions to
develop a market-leading portfolio focused on high growth
economies.
A key pillar of the Group's strategy is to increase the Group's
exposure to the world's largest exhibition markets, namely the US
and Asia. Tarsus announced in November 2016 the acquisition of a 50
per cent. interest in Shanghai Intex Exhibition Co. Limited
("Intex"), which runs a portfolio of events in Shanghai, including
Music China (Instruments), CES Asia (Consumer Electronics) and
Hortiflorexpo IPM (Flowers). The acquisition of Intex marks an
important development for the Group, increasing its business in
China, the world's third largest exhibition market, and developing
a new partnership with the Chinese government body, the China
Council for the Promotion of International Trade.
The directors of Tarsus consider that the acquisition of Connect
presents a highly attractive opportunity to:
-- increase the Group's exposure to the US economy and event markets;
-- provide the Group with significant near-term growth opportunities through:
o the expansion of Connect Marketplace; and
o replication of the Connect verticals across the US;
-- accelerate Connect's growth through leveraging Tarsus':
o infrastructure and sales platform; and
o existing sector verticals in the business travel sector
through its existing businesses;
-- retain a highly experienced senior management team, which in
turn will limit integration risk; and
-- further progress shareholder returns in line with the Group's
"Quickening the Pace" strategy.
The directors of Tarsus believe that together the Placing and
Acquisition will be earnings accretive in the year ending 31
December 2017 and thereafter. This earnings accretion is also
expected to enhance the Group's future dividend capacity.
In order to execute the growth opportunities in the US,
additional resources will be added to the Group's US management and
finance areas. However, Tarsus' directors believe Connect is
capable of being integrated into the Group with minimal
disruption.
Taking into account the proposed Acquisition and the Group's
extended banking facilities, the directors of Tarsus believe the
Group's proforma gearing is likely to be approximately 2.2 times
net debt:EBITDA in December 2016 following completion of the
Acquisition. Tarsus' board has, therefore, determined that it is
appropriate for Tarsus to raise new equity capital by way of a
placing of up to approximately 10.3 million new Placing Shares,
representing approximately 9.9 per cent. of Tarsus' issued share
capital, to maintain the strength and flexibility of Tarsus'
balance sheet, so as to maintain the Group's gearing within its
medium term target of 1.5x-2.0x net debt:EBITDA. Tarsus' directors
believe such financial flexibility will enable management to
continue to pursue other acquisition opportunities.
Principal terms of the Acquisition
Tarsus has conditionally acquired from Connect HoldCo Inc.
("HoldCo") 80.1 per cent. of the membership interests in Connect
for:
(i) an initial cash consideration of $44.055 million, plus up to
$1.0 million for working capital, payable in cash on Completion;
and
(ii) additional cash payments calculated by reference to
Connect's EBITDA in 2017 and 2018, capped at $12.0 million.
The remaining 19.1 per cent. of the membership interests in
Connect are subject to put and call option arrangements. The call
option is exercisable by Tarsus at any time between 1 January 2022
and 31 December 2024 and the put option can be exercised by HoldCo
on the occurrence of certain events (including a change of control
of Tarsus). Both put and call options entitle HoldCo to a cash
payment calculated by reference to Connect's EBIDTA for the
trailing 12 months preceding the exercise of the option and the put
option is capped at $23.0 million.
The Acquisition will be funded as to:
-- approximately $29.6 million from the net proceeds of the Placing; and
-- approximately up to $27.4 million from the Group's amended
bank facilities, which have been extended to GBP111.0 million due
in 2020.
The Acquisition is conditional on, inter alia, completion of the
Placing. The directors of Tarsus expect the Acquisition to complete
on or around 7 December 2016. The acquisition documentation
contains warranties and indemnities which are customary for a
transaction of this nature.
Connect's current CEO will remain in place, with an intention
that he stay with the business for a period of at least five years.
He will report to Douglas Emslie, Tarsus Group Managing Director,
and will retain a 19.9 per cent. interest in Connect. Connect's
established senior management team will also be retained as part of
the Acquisition.
Details of the Proposed Placing
Under the terms of the Placing, Tarsus intends to place up to
10,252,610 Placing Shares, representing approximately 9.9 per cent.
of the current issued ordinary share capital of Tarsus, with
existing shareholders and new institutional investors at the
Placing Price. Members of the public are not entitled to
participate in the Placing. Tarsus expects to raise approximately
GBP24.1 million (gross) (approximately GBP23.4 million (net)) by
way of the Placing. The Placing is not being underwritten.
The Placing Price represents a discount of approximately 5.2 per
cent. to the closing mid-market price of 248.0 pence per ordinary
share of 5 pence each in the capital of Tarsus (the "Ordinary
Shares") on 2 December 2016, being the latest practicable date
prior to the publication of this announcement.
Investec, as agent for and on behalf of Tarsus, has agreed to
use its reasonable endeavours to procure Placees for the Placing
Shares at the Placing Price.
The Placing Shares will rank pari passu in all respects with
each other and with the Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid on the Ordinary Shares after Admission, excluding the interim
dividend of 2.7 pence per Ordinary Share as announced by Tarsus on
27 July 2016, but including any final dividend declared by the
board of Tarsus in respect of the year ending 31 December 2016. The
issue of the Placing Shares is to be effected by way of a cashbox
placing and will be made on a non-pre-emptive basis.
Applications have been made to the FCA for admission of the
Placing Shares to the premium listing segment of the Official List
of the UK Listing Authority (the "Official List") and to London
Stock Exchange plc ("London Stock Exchange") for admission to
trading on its main market for listed securities (together,
"Admission"). It is expected that Admission will become effective
on or around 7 December 2016 and that dealings in the Placing
Shares will commence at that time.
The Placing is not conditional upon completion of the
Acquisition. In the unlikely event that the Placing were to proceed
but completion of the Acquisition does not occur, the directors of
Tarsus will assess the options available to Tarsus, including the
return of the net proceeds of the Placing to shareholders. The
timing of any return of capital would take into account Tarsus'
sources of funding and any such return of capital may be
implemented in more than one tranche.
The Placing is conditional upon, amongst other things, Admission
becoming effective and the Placing Agreement between Tarsus and
Investec becoming unconditional and not being terminated, in
accordance with its terms.
A further announcement will be made later today once the Placing
has been completed.
Investec is acting as sole bookrunner and broker in respect of
the Placing.
The Appendix to this announcement (which forms part of the
announcement) sets out the terms and conditions of the Placing and
expressions used in this announcement shall have the meanings set
out in the Definitions section of the Appendix.
Placing Statistics
Number of Ordinary Shares in issue
before the Placing 102,526,107
Number of Placing Shares to be issued
pursuant to the Placing 10,252,610
Placing Price 235.0 pence
Gross proceeds of the Placing GBP24.1 million
Estimated net proceeds of the Placing GBP23.4 million
Number of Ordinary Shares in issue
immediately following the Placing 112,778,717
Placing Shares as a percentage of 9.1 per cent.
the enlarged share capital
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR
APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO EXAMINED OR APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION
86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED
("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING
OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS AMED (INCLUDING ANY
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5)
('INVESTMENT PROFESSIONALS') OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE INFORMATION IN IT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT AND THE INFORMATION IN IT 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.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT AND WILL BE
OFFERED ONLY IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT
TO REGULATIONS UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES
OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS
BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION
CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR
ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
In this Appendix, unless the context requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has
been invited to, and who chooses to, participate in the Placing and
by whom or on whose behalf a commitment to subscribe for Placing
Shares has been given.
This Announcement does not constitute an offer to sell or issue,
or the solicitation of an offer to buy or subscribe for, Placing
Shares in any jurisdiction in which such offer or solicitation is
or may be unlawful.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the US
Securities Act or any securities regulatory authority of any state
or other jurisdiction of the United States and will be offered and
sold only outside of the United States in "offshore transactions"
as defined in and pursuant to Regulation S under the US Securities
Act. No public offer of securities of the Company is being made in
the United Kingdom, the United States or elsewhere.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained from the South African Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares; and the Placing Shares have not
been, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom.
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.
Details of the Placing
Investec has today entered into an agreement with the Company
(the "Placing Agreement") under which, subject to certain
conditions, Investec, as agent for and on behalf of the Company,
has agreed to use its reasonable endeavours to procure Placees for
the Placing Shares at the Placing Price.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive dividends and other
distributions declared or made after the date of issue of the
Placing Shares.
The Placing Agreement is conditional upon, amongst other
things:
-- admission occurring by 8:00am on 7 December 2016 (or such
later time and date as Investec and the Company may agree, not
being later than 8:00am on 16 December 2016); and
-- the obligations of Investec not having been terminated
pursuant to the terms of the Placing Agreement.
The Placing Agreement contains certain undertakings, warranties
and indemnities given by the Company for the benefit of Investec.
Investec has absolute discretion as to whether or not to bring an
action against the Company for breach of these undertakings,
warranties and indemnities.
Investec may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Applications for listing and admission to trading
Applications have been made to the FCA for admission of the
Placing Shares to the Official List of the UK Listing Authority and
to the London Stock Exchange for admission to trading of the
Placing Shares on its main market for listed securities.
It is expected that Admission will become effective at 8.00am on
7 December 2016 and that dealings in the Placing Shares will
commence at that time.
Participation in the Placing
1. Investec is acting as sole bookrunner and as agent for the
Company. Investec is authorised in the United Kingdom by the
Prudential Regulation Authority ("PRA") and regulated by the FCA
and the PRA, is acting exclusively for the Company and no one else
in connection with the matters referred to in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of Investec or
for providing advice in relation to the matters described in this
Announcement. Participation in the Placing is only available to
persons who may lawfully be, and are, invited to participate in it
by Investec. Investec and its affiliates are each entitled to
participate in the Placing as principal.
2. The price per Placing Share is fixed at 235.0 pence and is
payable to Investec by all Placees. No fee or commission will be
paid to Placees in respect of any Placing Shares.
3. Each Placee's allocation will be determined by Investec
following consultation with the Company and confirmed orally to
such Placee by Investec, as agent of the Company and a contract
note will be dispatched as soon as possible thereafter. That oral
confirmation will constitute an irrevocable, legally binding
commitment upon that person (who at that point will become a
Placee) in favour of the Company and Investec to subscribe for the
number of Placing Shares allocated to it at the Placing Price on
the terms and conditions set out in this Appendix and in accordance
with the Company's articles of association. Except with Investec's
consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.
4. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by Investec. The terms of
this Appendix will be deemed incorporated in that contract
note.
5. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Investec (as agent of
the Company), to pay it (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for and the
Company has agreed to allot and issue to that Placee.
6. Each Placee will be deemed to have read and understood this
Announcement in its entirety, to be participating in the Placing
upon the terms and subject to the conditions contained in this
Announcement and to be providing the representations, warranties,
agreements, acknowledgements and undertakings, in each case as
contained in this Announcement.
7. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
8. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement".
9. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10. To the fullest extent permitted by law and applicable FCA
rules, neither (i) Investec, (ii) any of its directors, officers,
employees or consultants nor (iii) to the extent not contained with
(i) or (ii), any person connected with Investec as defined in FSMA
((ii) and (iii) being together "affiliates" and individually an
"affiliate" of Investec), shall have any liability (including, to
the extent permissible by law, any fiduciary duties) to Placees or
to any person other than the Company in respect of the Placing. In
particular, neither Investec nor any of its affiliates shall have
any liability in respect of Investec's conduct of the Placing or of
such alternative method of effecting the Placing as Investec and
the Company may agree.
Conditions of the Placing
Investec's obligations under the Placing Agreement in respect of
the Placing Shares are conditional on, amongst other things:
(a) the representations and warranties contained in the Placing
Agreement being true, accurate and not misleading in any material
respect on the date of the Placing Agreement and at each other
Significant Date as if they had been given or made on such dates by
reference to the facts and circumstances subsisting at such
dates;
(b) the Company complying with its obligations under the Placing
Agreement in so far as they are required to be performed prior to
Admission;
(c) in the bona fide opinion of Investec, in its absolute
discretion, there having been no Material Adverse Effect at any
time prior to Admission (whether or not foreseeable at the date of
the Placing Agreement); and
(d) Admission taking place by 8.00 a.m. on 7 December 2016 (or
such later date as Investec may otherwise determine, being no later
than 8.00 a.m. on 16 December 2016).
If (i) any condition contained in the Placing Agreement is not
fulfilled or waived by Investec by the respective time or date
specified (or such later time or date as the Company and Investec
may agree), (ii) any such condition becomes incapable of being
satisfied or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
Investec may, at its discretion and upon such terms as it thinks
fit, waive compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the conditions in
the Placing Agreement, save that condition (d) above relating to
Admission may not be waived. Any such extension or waiver will not
affect the Placees' commitments as set out in this
Announcement.
Neither Investec nor the Company shall have any liability to any
Placee (or to any other person, whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or the date for
the satisfaction of any condition to the Placing, nor for any
decision they may make as to the satisfaction of any condition or
in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of Investec.
Termination of the Placing Agreement
Investec is entitled, at any time prior to Admission, to
terminate the Placing Agreement in the event that:
(a) in its bona fide opinion there has been a breach of, or
there has taken place or arisen an event rendering untrue or
incorrect in any respect, any of the warranties under the Placing
Agreement and/or a breach of the undertaking that the Company has
given to Investec in the Placing Agreement not to do or omit to do
anything which could or might cause any warranty given by it to
become untrue, inaccurate or misleading at any time before
Admission (by reference to the facts and circumstances existing at
that time); or
(b) it comes to the notice of Investec that any statement
contained in this Announcement, or any other document or
announcement issued or published by or on behalf of the Company in
connection with the Placing (together the "Placing Documents"), is
or has become untrue, incorrect or misleading in any material
respect, or any matter has arisen which would, if the Placing were
made at that time, constitute a material omission from the Placing
Documents, or any of them; or
(c) there has occurred in its bona fide opinion (i) any outbreak
or escalation of hostilities, act of terrorism or other calamity or
crisis or (ii) any material adverse change (or development
involving a prospective material adverse change) in national or
international political, financial or economic conditions, or
currency exchange rates; or
(d) trading in any securities of the Company or trading
generally on any stock exchange or in any over the counter market
is disrupted, or minimum or maximum prices for trading have been
fixed, or maximum ranges for prices have been required, by any
exchange or by any governmental authority, or a material disruption
has occurred in commercial banking or securities settlement or
clearance services in the United States, Asia or in Europe, in the
in the bona fide opinion of Investec; or
(e) a banking moratorium has been declared by the authorities of
any of the United Kingdom, the United States, the State of New York
or any other member state of the European Economic Area.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged from their respective obligations
under or pursuant to the Placing Agreement (except for any
liability arising before or in relation to such termination),
subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Investec of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
Investec and that it need not make any reference to Placees and
that it shall have no liability to Placees whatsoever in connection
with any such exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA in relation to the Placing or the Placing
Shares and Placees' commitments will be made solely on the basis of
the information contained in this Announcement (including this
Appendix) and the Exchange Information (as defined below).
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty or statement made
by or on behalf of the Company or Investec or any other person and
neither Investec, the Company nor any other person will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement which
the Placees may have obtained or received. Each Placee acknowledges
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
JE00B3DG9318) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. Investec reserves the right to
require settlement for, and delivery of, the Placing Shares (or a
portion thereof) to Placees in certificated form if, in Investec's
opinion, delivery or settlement is not possible or practicable
within the CREST system within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Following close of the Placing, each Placee allocated Placing
Shares in the Placing will be sent a contract note in accordance
with the standing arrangements in place with Investec, stating the
number of Placing Shares allocated to it at the Placing Price, the
aggregate amount owed by such Placee to Investec and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions that it has in place with Investec.
The Company will deliver the Placing Shares to a CREST account
operated by Investec as agent for the Company and Investec will
enter its delivery (DEL) instruction into the CREST system.
Investec 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.
Settlement through CREST will be on a T+2 basis unless otherwise
notified by Investec and it is expected that settlement will take
place on 7 December 2016 in accordance with the instructions set
out in the contract note.
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 Investec.
Each Placee agrees that, if it does not comply with these
obligations, Investec may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Investec's account and benefit, an amount equal
to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve
tax.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) that:
1. it has read this Announcement (including the Appendix) in its
entirety and its acquisition of the Placing Shares is subject to
the terms and conditions of the Placing as referred to and included
in this Announcement;
2. no offering document or prospectus has been prepared in
connection with the Placing and that it has not received and will
not receive a prospectus or other offering document in connection
with the Placing;
3. the Ordinary Shares are listed on the Official List of the UK
Listing Authority and traded on the main market of the London Stock
Exchange, and the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices of the London Stock Exchange and/or the FCA (collectively
"Exchange Information"), which includes a description of the nature
of the Company's business and the Company's most recent balance
sheet and profit and loss account and that the Placee is able to
obtain or access such information or comparable information
concerning any other publicly traded company without undue
difficulty;
4. (i) it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing; (ii) none of Investec, the Company, any of their
respective affiliates or any person acting on behalf of any of them
has provided, or will provide, it with any material regarding the
Placing Shares in addition to this Announcement; and (iii) it has
not requested Investec, the Company or any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such information;
5. the content of this Announcement is exclusively the
responsibility of the Company and that none of Investec, its
affiliates or any person acting on its or their behalf has or shall
have any liability for any information, representation or statement
contained in this Announcement or any information previously or
concurrently published by or on behalf of the Company and will not
be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or elsewhere;
6. none of Investec, the Company or any of their affiliates or
any person acting on its or their behalf has made any
representations to it, express or implied, with respect to the
accuracy, completeness or adequacy of any Exchange Information and
each of them expressly disclaims any liability in respect thereof
(save that nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation);
7. the only information on which it has relied in committing
itself to subscribe for the Placing Shares is contained in this
Announcement and any Exchange Information and that it has not
received or relied on any information given, or any
representations, warranties or statements made, by Investec, the
Company, any of their affiliates or any person acting on behalf of
any of them and none of Investec, the Company, any of their
affiliates or any person acting on behalf of any of them will be
liable for its decision to accept an invitation to participate in
the Placing based on any information, representation, warranty or
statement other than that contained in this Announcement and any
Exchange Information;
8. it has neither received nor relied on any confidential price
sensitive information concerning the Company in accepting this
invitation to participate in the Placing;
9. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges, agrees and
undertakes that it will pay the total subscription amount in
accordance with the terms and conditions of this Announcement on
the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other placees or sold at such
price as Investec determines;
10. it: (i) is entitled to subscribe for the Placing Shares
under the laws of all relevant jurisdictions; (ii) has fully
observed such laws; (iii) has the requisite capacity and authority
and is entitled to enter into and to perform its obligations as a
subscriber for Placing Shares and will honour such obligations; and
(iv) has obtained all necessary consents and authorities
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
11. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan or the Republic of South Africa, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified under the securities
legislation of Australia, Canada, Japan or the Republic of South
Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
12. (i) the Placing Shares have not been and will not be
registered under the US Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, (ii) it will not offer, sell or deliver,
directly or indirectly, any Placing Shares in or into the United
States other than pursuant to an effective registration under the
US Securities Act or in a transaction exempt from, or not subject
to, the registration requirements thereunder and in compliance with
any applicable securities laws of any state or other jurisdiction
of the United States and (iii) it is outside of the United States,
not acting on a non-discretionary basis for the account or benefit
of a person located within the United States at the time the
undertaking to acquire the Placing Shares is given and is otherwise
acquiring the Placing Shares in an "offshore transaction" meeting
the requirements of Regulation S under the US Securities Act;
13. it is a person of a kind described in (i) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (ii) section 86(7) of FSMA
("Qualified Investor"), being a person falling within Article
2.1(e) the Prospectus Directive. For such purposes, 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;
14. it has only communicated or caused to be communicated, and
will only communicate or cause to be communicated, any invitation
or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not been
approved by Investec in its capacity as an authorised person under
section 21 of FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial
promotion by an authorised person;
15. it is aware of and acknowledges that it is required to
comply with all applicable provisions of FSMA with respect to
anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
16. it will not make any offer to the public of the Placing
Shares and has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
European Economic Area prior to Admission, except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
the United Kingdom for the purposes of section 85(1) of FSMA or an
offer to the public in any other member state of the European
Economic Area within the meaning of the Prospectus Directive;
17. it has not been engaged to subscribe for the Placing Shares
on behalf of any other person who is not a Qualified Investor
unless the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client, as described
in section 86(2) of FSMA;
18. 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 the acknowledgments,
representations and agreements herein on behalf of each such person
and (ii) it is and will remain liable to the Company and/or
Investec 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);
19. no action has been or will be taken by either the Company,
Investec or any of their affiliates or any person acting on their
behalf that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction;
20. it is aware of and acknowledges that it is required to
comply with its obligations in connection with money laundering
under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Terrorism Act 2006 and the Money Laundering Regulations 2007 (the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
21. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, the Market Abuse Regulation
(596/2014) and the Proceeds of Crime Act 2002 and confirms that it
has and will continue to comply with those obligations;
22. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that no
instrument under which it subscribes for Placing Shares (whether as
principal, agent or nominee) would be subject to stamp duty or the
increased rates referred to in those sections and that it, or the
person specified by it for registration as a holder of Placing
Shares, is not participating in the Placing as nominee or agent for
any person or persons to whom the allocation, allotment, issue or
delivery of Placing Shares would give rise to such a liability;
23. it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto), if any, payable on acquisition of
any of the Placing Shares or the agreement to subscribe for the
Placing Shares and acknowledges and agrees that none of Investec,
the Company, any of their respective affiliates or any person
acting on behalf of them will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in the Placing, and
agrees to indemnify the Company and Investec on an after-tax basis
in respect of the same, on the basis that the Placing Shares will
be allotted to the CREST stock account of Investec who will hold
them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
24. none of Investec, any of its affiliates or any person acting
on behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed information or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
25. none of Investec, any of its affiliates or any person acting
on behalf of any of them is making any recommendations to it,
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that its
participation in the Placing is on the basis that it is not and
will not be a client of Investec and that Investec has no duties or
responsibilities to it for providing the protections afforded to
its clients or customers under the rules of the FCA, for providing
advice in relation to the Placing, in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of its rights and obligations thereunder, including any rights to
waive or vary any conditions or exercise any termination right;
26. in order to ensure compliance with the Money Laundering
Regulations 2007, Investec (for itself and as agent on behalf of
the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to Investec or the Company's registrars, as applicable,
of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Investec's absolute discretion
or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Investec's or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity
Investec (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, Investec and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
27. Investec and its affiliates, acting as an investor for its
or their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the
Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, Investec and/or any of their respective affiliates
acting as an investor for its or their own account(s). Neither
Investec nor the Company intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any
legal or regulatory obligation to do so;
28. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions shall be governed by
and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out
of any such contract, except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by the
Company or Investec 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;
29. the Company, Investec and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing
agreements, acknowledgements, representations, warranties and
undertakings which are given to Investec, on its own behalf and on
behalf of the Company, and are irrevocable;
30. it irrevocably appoints any duly authorised officer of
Investec as its agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe or purchase upon
the terms of this Announcement;
31. it will indemnify on an after tax basis and hold the
Company, Investec and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, undertakings, agreements and
acknowledgements in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
32. (i) it has knowledge and experience in financial, business
and international investment matters and is required to evaluate
the merits and risks of subscribing for the Placing Shares; (ii) it
is experienced in investing in securities of this nature and is
aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain a complete loss in
connection with, the Placing; and (iii) it has relied upon its own
examination and due diligence of the Company and its associates,
taken as a whole, and the terms of the Placing, including the
merits and risks involved; and
33. its commitment to subscribe for Placing Shares on the terms
set out herein and in the contract note will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that it will have no right to be consulted
or require that their consent be obtained with respect to the
Company's conduct of the Placing.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Investec for
itself and on behalf of the Company and are irrevocable.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor
Investec will be responsible, and the Placee to whom (or on behalf
of whom, or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Investec in
the event that any of the Company and/or Investec has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify
Investec accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges and agrees that Investec does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of each Placee,
acknowledges and agrees that Investec or any of its affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Investec, any money held in an account with Investec
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges and agrees that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Investec's money in
accordance with the client money rules and will be used by Investec
in the course of its own business; and the Placee will rank only as
a general creditor of Investec.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
All times and dates in this Announcement may be subject to
amendment.
DEFINITIONS
In addition to the terms previously defined, the following
definitions apply throughout this Announcement unless the context
otherwise requires:
"Admission" admission of the Placing Shares
to listing on the Official List
of the UK Listing Authority and
to trading on the main market
of the London Stock Exchange;
"Company" Tarsus Group plc;
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001) for the paperless
settlement of trades and the holding
of uncertificated securities operated
by Euroclear UK & Ireland Limited;
"Investec" Investec Bank Plc;
"FCA" the Financial Conduct Authority;
"FSMA" the Financial Services and Markets
Act of 2000 (as amended);
"Group" the Company and its subsidiaries,
subsidiary undertakings and associates
from time to time and the expression
a "member of the Group" shall
be construed accordingly;
"London Stock Exchange" London Stock Exchange plc;
"Material Adverse any adverse change in, or any
Effect" development involving or reasonably
likely to involve a prospective
adverse change in or affecting,
the condition (financial, operational,
legal or otherwise), earnings,
business, management, properties,
prospects, assets, rights, results
of operations, net asset value,
funding position, liquidity or
solvency of the Company or the
Group which is material in the
context of the Group as a whole,
whether or not arising in the
ordinary course of business;
"Ordinary Shares" ordinary shares of 5 pence each
in the capital of the Company;
"Placing" the placing of the Placing Shares
by Investec as agent for and on
behalf of the Company pursuant
to the Placing Agreement and on
and subject to the terms and conditions
set out or referred to in this
Announcement;
"Placing Price" 235.0 pence per Placing Share;
"Placing Shares" 10,252,610 new Ordinary Shares
to be issued in connection with
the Placing;
"Significant Date" the date the Placing Agreement
is entered into and the day immediately
prior to Admission;
"UK" or "United the United Kingdom of Great Britain
Kingdom" and Northern Ireland;
"United States" United States of America, its
or "USA" territories and possessions, any
state of the United States of
America and the District of Columbia
and all other areas subject to
its jurisdiction; and
"US Securities Act" the US Securities Act of 1933,
as amended.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQGLBDDSSGBGLU
(END) Dow Jones Newswires
December 05, 2016 02:46 ET (07:46 GMT)
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