TIDMTRS
RNS Number : 7553A
Tarsus Group PLC
14 September 2018
14 September 2018
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IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR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
Acquisitions
and
Placing of New Ordinary Shares
Acquisitions
Tarsus Group plc ("Tarsus", the "Company" or the "Group"), the
international business-to-business media group, announces that it
has agreed to enter the following transactions:
-- an acquisition of the remaining 50% stake in the Group's
existing Mexican joint venture ("EJK Tarsus Mexico") from E.J.
Krause & Associates, Inc ("EJK") for cash consideration of
approximately US$18.0 million;
-- an acquisition of a further 25% interest in AMB Tarsus
Exhibitions Sdn. Bhd. ("AMB") in South East Asia, taking its
overall interest to 75%; and
-- a strategic partnership with Streamline Marketing Group ("SMG") in UAE,
together the "Transactions".
Placing
Tarsus also announces today that it intends to place new
ordinary shares of 5 pence each in the capital of Tarsus (the
"Placing Shares") to raise minimum gross proceeds of GBP24 million.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement.
The final number of Placing Shares, which will not exceed 9.99
per cent of Tarsus' existing issued share capital, will be agreed
by the Joint Bookrunners and the Company at the close of the
bookbuild process, and the results of the Placing will be announced
as soon as practicable thereafter. The timings for the close of the
bookbuild process, pricing and allocations are at the absolute
discretion of the Joint Bookrunners and Tarsus.
The net proceeds of the proposed equity placing will be used to
fund the US$29 million combined consideration for these
transactions. Any remaining proceeds will be used to provide
financial flexibility in continuing to pursue the Company's
strategy. The Directors of Tarsus believe that together the Placing
and Transactions will be earnings accretive over the biennial
cycle. The Directors and the Company Secretary of Tarsus intend to
subscribe for Placing Shares with a value amounting to
approximately GBP600,000 in aggregate. The Placing is not
conditional upon completion of the Transactions.
Deutsche Bank AG, London Branch ("Deutsche Bank") and Peel Hunt
LLP ("Peel Hunt") are acting as joint bookrunners (the "Joint
Bookrunners") in respect of the Placing.
Trading update
Tarsus has traded in line with the Board's expectations in the
period since the announcement of its interim results on 26 July
2018. Bookings for the remaining 2018 shows are up 9% and buyers
for the year to date are up 12%, both on a like for like basis.
Bookings for the large 2019 events are performing well.
Highlights:
-- Acquiring minority shares of existing joint ventures in Mexico and South East Asia.
-- Strategic partnership with SMG, a complementary aerospace asset in the UAE.
-- Strategic rationale in line with Tarsus' Quickening the Pace 2 ("QTP2") strategy:
o Strong financial track record; and
o Organic growth opportunities, including event
replications.
-- Net proceeds of the Placing will be used to fund the
Transactions, with any excess funds to be used to provide financial
flexibility in continuing to pursue the Company's QTP2
strategy.
-- The Directors of Tarsus believe that together the Placing and
Transactions will be earnings accretive over the biennial
cycle.
-- Tarsus has traded in line with the Board's expectations in
the period since the announcement of its interim results on 26 July
2018.
-- The Group is well placed to continue to deliver encouraging
growth in 2018 in line with management's/the Board's
expectations
Commenting on the Placing, Douglas Emslie, Group Managing
Director, said:
"These deals represent an exciting expansion in three of our key
territories. In line with our "Quickening the Pace 2" strategy we
continue to buy in minority interests where there is a compelling
business case to do so.
Mexico is a large and fast-growing market and this agreement to
acquire the remaining 50% interest in EJK Tarsus Mexico, thereby
assuming full control of the Mexican business, represents an
excellent opportunity for the Group to accelerate its growth.
Through our AMB joint venture Tarsus has successfully expanded
its footprint in South East Asia. Our acquisition of a further 25%
interest in the business allows Tarsus to take control of the
operation whilst also retaining the existing entrepreneurial
management who will continue to run the business day to day.
I am also excited by the prospect of continuing to work with
Andrew Siow and the AMB team in South East Asia. Andrew is a very
experienced exhibition professional with over 30 years' experience
launching in the region.
The agreement to enter into a strategic partnership with SMG in
the UAE represents a good bolt-on opportunity to our existing
aerospace portfolio. I look forward to working with the SMG team to
grow the business going forward."
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
Deutsche Bank (Joint Bookrunner)
Simon Hollingsworth / Mark Hankinson /
Ashish Jhajharia / Harry Sanders +44 (0) 20 7545 8000
Peel Hunt LLP (Joint Bookrunner)
Edward Knight / Nick Prowting / Rory James-Duff
/ Sohail Akbar +44 (0) 20 7418 8900
IR Focus
Neville Harris, Investor Relations +44 (0) 79 0997 6044
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014. The
person responsible for making this announcement on behalf of the
Company is Simon Smith, Company Secretary.
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 150 events 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, as amended
(the "US Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and will be offered only in "offshore transactions" as defined in
and pursuant to regulation S under the US Securities Act, and in
the United States only to a limited number of QIBs in transactions
exempt from, or not subject to, the registration requirements under
the US Securities Act and in compliance with any securities laws of
any state or other jurisdiction of the United States. No public
offering of securities is being made in the United States. No
money, securities or other consideration from any person inside the
United States is being solicited and, if sent in response to the
information contained in this announcement, will not be accepted.
There is no intention to register any portion of the Placing in the
United States or to conduct a public offering of securities in the
United States or elsewhere.
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.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority and is acting
exclusively for the Company and no-one else in connection with the
Placing and the matters referred to in this Announcement, will not
regard any other person as its client in relation to the Placing
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing or any transaction or arrangement
referred to in this Announcement.
Deutsche Bank is authorised under German Banking Law (competent
authority: European Central Bank) and, in the United Kingdom, by
the Prudential Regulation Authority (the "PRA"). It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority, and is subject to limited
regulation in the United Kingdom by the PRA and the FCA. Details
about the extent of its authorisation and regulation by the PRA,
and regulation by the FCA, are available on request or from
www.db.com/en/content/eu_disclosures.html. Deutsche Bank is acting
exclusively for the Company and no one else in connection with the
Placing, and Deutsche Bank will not be responsible to anyone
(including any Placees) other than the Company 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 Deutsche Bank and Peel Hunt 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 is 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.
Tarsus Group plc
Acquisitions
and
Placing of New Ordinary Shares
Introduction
Tarsus Group plc, the international business-to-business media
group, announces that it has agreed to enter into the following
transactions:
-- an acquisition of the remaining 50% stake in the Group's
existing Mexican joint venture ("EJK Tarsus Mexico") from E.J.
Krause & Associates, Inc ("EJK") for cash consideration of
US$18.0 million;
-- an acquisition of a further 25% interest in AMB Tarsus
Exhibitions Sdn. Bhd. ("AMB") in South East Asia , taking its
overall interest to 75%; and
-- a strategic partnership with Streamline Marketing Group ("SMG") in UAE,
together the "Transactions".
Tarsus also announces today that it intends to place new
ordinary shares of 5 pence each in the capital of Tarsus (the
"Placing Shares") to raise minimum gross proceeds of GBP24 million.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement.
The final number of Placing Shares, which will not exceed 9.99
per cent. of Tarsus' existing issued share capital, will be agreed
by the Joint Bookrunners and the Company at the close of the
bookbuild process, and the results of the Placing will be announced
as soon as practicable thereafter. The timings for the close of the
bookbuild process, pricing and allocations are at the absolute
discretion of the Joint Bookrunners and Tarsus.
The net proceeds of the proposed equity placing will be used to
fund the US$29 million combined consideration for these
transactions. Any remaining proceeds will be used to provide
financial flexibility in continuing to pursue the Company's
strategy. The Directors of Tarsus believe that together the Placing
and Transactions will be earnings accretive over the biennial
cycle. The Directors and the Company Secretary of Tarsus intend to
subscribe for Placing Shares with a value amounting to
approximately GBP600,000 in aggregate. The Placing is not
conditional upon completion of the Transactions.
Deutsche Bank AG, London Branch ("Deutsche Bank") and Peel Hunt
LLP ("Peel Hunt") are acting as joint bookrunners (the "Joint
Bookrunners") in respect of the Placing.
Information on the Transactions
EJK Tarsus Mexico
Tarsus has exercised its option to acquire from E.J. Krause
& Associates, Inc the remaining 50% of its existing Mexican
joint venture - EJK Tarsus Mexico. As a result, on completion,
Tarsus will own 100% of the business.
EJK Tarsus Mexico was established in 2013, initially holding two
leading events in Mexico: Plastimagen (plastics industry) and Expo
Manufactura (metalworking/ manufacturing). These events have
delivered strong growth since then. In 2017 EJK Tarsus Mexico was
expanded to acquire a further nine EJK events in Mexico. These
events included industry-leading brands such as Mexico Wind Power
(energy), Green Expo (environmental energy and waste), EBIO (beauty
and cosmetics), Intertraffic (traffic and road infrastructure) and
Expo Produccion (textiles).
On completion Tarsus will be one of the largest international
exhibition companies in Mexico, a relatively fragmented but high
growth emerging market, with both domestic and international growth
angles. The business will continue to provide a platform for Tarsus
to launch new replications, drawing on Tarsus' existing major
brands, which has already seen the successful launch of GESS
(launched 2015) and Airport Solutions (2017) into Mexico.
EJK Tarsus Mexico highlights:
-- The acquisition of 50% of EJK Tarsus Mexico is for a total
consideration of approximately US$18.0million (approximately
GBP13.8 million) in cash, of which approximately US$10.5 million
(approximately GBP8.0 million) is payable on completion with a
further US$7.5 million (approximately GBP5.7m) payable in 2019.
-- For the year ended 31 December 2017, EJK Tarsus recorded
unaudited profit before tax of approximately US$5.3 million
(approximately GBP4.1 million) and had unaudited gross assets of
approximately US$5.8 million (approximately GBP4.5 million).
-- Completion is expected to occur on 1 October 2018.
AMB - South East Asia
Tarsus has agreed to acquire a further 25% in AMB in South East
Asia from Andrew Siow, taking its overall stake to 75%.
Tarsus initially purchased a 50% interest in AMB in 2015.
Established in 1996, AMB is a major South-East Asian exhibition
organiser with a growing business in the region. It has built up a
portfolio of market leading exhibitions and conferences focused on
building, infrastructure, automotive and food processing.
The remaining shareholders in the business, Darren Siow and
Richard Yu, who will each hold a 12.5% share in AMB, will continue
to manage the business going forward under the terms of the
original agreement.
Tarsus has also agreed terms with Andrew Siow, under which it
will enter into a new joint venture, to be focused on launching new
events and replications in South East Asia. This arrangement will
ensure that Tarsus is able to deliver new products to market
quickly in this exciting and growing market.
SMG - United Arab Emirates
Tarsus has agreed to enter into a strategic partnership in the
UAE with Streamline Marketing Group. The events subject to the
agreement, Global Space Congress, the Global Aerospace Summit and
the World Aviation Safety Summit, represent a good bolt-on to the
Group's existing aerospace portfolio in Dubai. The partnership is
expected to complete on 1 January 2019.
Details of the Proposed Placing
Under the terms of the Placing, Tarsus intends to place Placing
Shares, representing a maximum of 9.99 per cent. of the current
issued ordinary share capital of Tarsus, with existing shareholders
and new institutional investors. Members of the public are not
entitled to participate in the Placing. Tarsus expects to raise
minimum gross proceeds of GBP24 million by way of the Placing. The
Placing is not being underwritten.
The Joint Bookrunners, as agents for and on behalf of Tarsus,
will today commence a bookbuilding process in respect of the
Placing. The price at which the Placing Shares are to be placed
(the "Placing Price") will be determined at the end of the
bookbuilding process.
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, including the interim
dividend of 3.3 pence per Ordinary Share announced on 26 July 2018
and payable on 11 January 2019. 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 18 September 2018 and that dealings in the Placing
Shares will commence at that time.
The Placing is not conditional upon completion of the
Transactions. In the unlikely event that the Placing were to
proceed but completion of the Transactions 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
Deutsche Bank and Peel Hunt 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.
Deutsche Bank and Peel Hunt are acting as joint bookrunners in
respect of the Placing.
Information to Distributors: Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Company's ordinary shares may decline
and investors could lose all or part of their investment; the
Company's ordinary shares offer no guaranteed income and no capital
protection; and an investment in the Company's ordinary shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Bookrunners
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.
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.
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
Deutsche Bank and Peel Hunt have today entered into an agreement
with the Company (the "Placing Agreement") under which, subject to
certain conditions, Deutsche Bank and Peel Hunt, as agents for and
on behalf of the Company, have agreed to use their reasonable
endeavours to procure Placees for the Placing Shares.
The issue of the Placing Shares is to be effected by way of a
cashbox placing. The Company will allot and issue the Placing
Shares on a non-pre-emptive basis to the Placees in consideration
for Deutsche Bank transferring its holdings of redeemable
preference shares and ordinary subscriber shares in Project Ned
Limited ("JerseyCo") to the Company. Accordingly, instead of
receiving cash as consideration for the issue of Placing Shares, at
the conclusion of the Placing the Company will own all of the
issued ordinary shares and redeemable preference shares of JerseyCo
whose only asset will be its cash reserves, which will represent an
amount approximately equal to the net proceeds of the Placing.
The Placing Shares will, when issued, be credited as fully paid
up and will be issued subject to the Company's articles of
association and rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all pre-emption rights, claims, liens,
charges, encumbrances and equities.
The Placing Agreement is conditional upon, amongst other
things:
-- admission occurring by 8:00am on 18 September 2018 (or such
later time and date as Deutsche Bank, Peel Hunt and the Company may
agree, not being later than 8:00am on 30 September 2018); and
-- the obligations of Deutsche Bank and Peel Hunt 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 Deutsche
Bank and Peel Hunt. Deutsche Bank and Peel Hunt have absolute
discretion as to whether or not to bring an action against the
Company for breach of these undertakings, warranties and
indemnities.
Deutsche Bank and Peel Hunt 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.
Lock-up
As part of the Placing, the Company has agreed that it will not
for a period of 90 days after the date of Admission without the
prior written consent of the Joint Bookrunners allot, issue, offer,
lend, mortgage, assign, charge, pledge, sell, contract to sell,
allot or issue, sell any option or contract to purchase, purchase
any option or contract to sell or issue, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any rights in respect of shares in the
capital of the Company or any securities convertible into or
exercisable or exchangeable for, or substantially similar to,
shares in the capital of the Company. This agreement is subject to
certain customary exceptions and does not prevent the grant or
exercise of options under any of the Company's existing share
incentives and share option schemes or, following Admission, the
issue by the Company of any Ordinary Shares upon the exercise of
any right or option or the conversion of a security already in
existence.
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
18 September 2018 and that dealings in the Placing Shares will
commence at that time.
Participation in the Placing
1. Participation in the Placing is only available to persons who
may lawfully be, and are, invited to participate in it by Deutsche
Bank and Peel Hunt. Deutsche Bank and Peel Hunt and its affiliates
are each entitled to participate in the Placing as principal.
2. The price per Placing Share will be determined as a result of
the bookbuild process and is payable to Deutsche Bank by all
Placees. No fee or commission will be paid to Placees in respect of
any Placing Shares.
3. The bookbuild process will commence on release of this
Announcement and is expected to close by no later than 7.00 a.m. on
17 September 2018 but will be closed at a time to be determined by
the Joint Bookrunners in their absolute discretion. The Company
reserves the right to accept bids that are received after the
bookbuild process has closed. To bid in the bookbuild process,
Placees should communicate their bid by telephone to their usual
sales contact at Deutsche Bank or Peel Hunt. The Joint Bookrunners
are arranging the Placing as agents of the Company.
4. The Company and the Joint Bookrunners reserve the right (i)
to scale back the number of Placing Shares to be subscribed for by
any Placee in the event of the Placing being over-subscribed; and
(ii) not to accept offers for Placing Shares or to accept such
offers in part rather than in full. The Company reserves the right
to reduce the amount to be raised pursuant to the Placing, in
agreement with the Joint Bookrunners.
5. Each Placee's allocation will be determined by Deutsche Bank
and Peel Hunt following consultation with the Company on completion
of the bookbuild process and confirmed orally to such Placee by
Deutsche Bank and Peel Hunt, as agents 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 Deutsche Bank and Peel Hunt
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 Deutsche Bank and Peel Hunt's consent,
such commitment will not be capable of variation or revocation
after the time at which it is submitted.
6. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by Deutsche Bank and Peel
Hunt. The terms of this Appendix will be deemed incorporated in
that contract note.
7. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Deutsche Bank and Peel
Hunt (as agents 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.
8. 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.
9. 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".
10. 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".
11. 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.
12. To the fullest extent permitted by law and applicable FCA
rules, neither (i) Deutsche Bank or Peel Hunt, (ii) any of their
Directors, officers, employees or consultants nor (iii) to the
extent not contained with (i) or (ii), any person connected with
Deutsche Bank or Peel Hunt as defined in FSMA ((ii) and (iii) being
together "affiliates" and individually an "affiliate" of Deutsche
Bank or Peel Hunt), 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 Deutsche Bank and Peel Hunt nor any of their
affiliates shall have any liability in respect of Deutsche Bank and
Peel Hunt's conduct of the Placing or of such alternative method of
effecting the Placing as Deutsche Bank and Peel Hunt and the
Company may agree.
Conditions of the Placing
Deutsche Bank and Peel Hunt's obligations under the Placing
Agreement in respect of the Placing Shares are conditional on,
amongst other things:
(a) none of the warranties contained in the Placing Agreement
being untrue, inaccurate and/or misleading 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 not being in breach of or failing to perform any
of its obligations under the Placing Agreement which fall to be
performed or satisfied prior to Admission;
(c) in the bona fide opinion of Deutsche Bank and Peel Hunt, in
their 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 18 September 2018 (or
such later date as Deutsche Bank and Peel Hunt may otherwise
determine, being no later than 8.00 a.m. on 30 September 2018).
If (i) any condition contained in the Placing Agreement is not
fulfilled or waived by Deutsche Bank and Peel Hunt by the
respective time or date specified (or such later time or date as
the Company and Deutsche Bank and Peel Hunt 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.
Deutsche Bank and Peel Hunt may, at their discretion and upon
such terms as they think fit, waive compliance by the Company with
the whole or any part of any of the Company's obligations in
relation to the conditions 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 Deutsche Bank, Peel Hunt 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 Deutsche Bank and
Peel Hunt.
Termination of the Placing Agreement
Deutsche Bank and Peel Hunt are entitled, at any time prior to
Admission, to terminate the Placing Agreement in the event
that:
(a) in their 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 Deutsche Bank and Peel Hunt 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 Deutsche Bank and Peel Hunt 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 Deutsche Bank and Peel Hunt; 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 Deutsche Bank and Peel Hunt of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Deutsche Bank and Peel Hunt 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 Deutsche Bank and Peel Hunt or
any other person and neither Deutsche Bank and Peel Hunt, 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. Deutsche Bank and Peel Hunt reserves
the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees in certificated form if,
in Deutsche Bank and Peel Hunt'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 Deutsche Bank and Peel
Hunt, stating the number of Placing Shares allocated to it at the
Placing Price, the aggregate amount owed by such Placee to Deutsche
Bank and Peel Hunt 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
Deutsche Bank and Peel Hunt.
The Company will deliver the Placing Shares to a CREST account
operated by Deutsche Bank as agent for the Company and Deutsche
Bank will enter its delivery (DEL) instruction into the CREST
system. Deutsche Bank 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 Deutsche Bank and it is expected that settlement will
take place on 18 September 2018 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 Deutsche Bank and Peel Hunt.
Each Placee agrees that, if it does not comply with these
obligations, Deutsche Bank and Peel Hunt may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Deutsche Bank and Peel Hunt'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 Deutsche Bank, Peel Hunt, 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 Deutsche Bank, Peel Hunt, 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 Deutsche Bank and
Peel Hunt, 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 Deutsche Bank, Peel Hunt, 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 Deutsche Bank
and Peel Hunt, the Company, any of their affiliates or any person
acting on behalf of any of them and none of Deutsche Bank, Peel
Hunt, 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 Deutsche Bank and Peel Hunt 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, or it
otherwise is a QIB located in the United States in which case the
representations and warranties under paragraphs 35, 36, and 37
apply;
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 Deutsche Bank or Peel Hunt in their capacity as an
authorised person under section 21 of FSMA and it may not therefore
be subject to the controls which would apply if it was made or
approved as financial promotion by an authorised person;
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
Deutsche Bank and Peel Hunt 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,
Deutsche Bank and Peel Hunt 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 Deutsche
Bank and Peel Hunt, 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 Deutsche Bank and
Peel Hunt 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 Deutsche Bank who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
24. none of Deutsche Bank and Peel Hunt, any of their 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 Deutsche Bank and Peel Hunt, any of their affiliates
or any person acting on behalf of any of them is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that its participation in the Placing is on the basis that it is
not and will not be a client of Deutsche Bank and Peel Hunt and
that Deutsche Bank and Peel Hunt have 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, Deutsche Bank and Peel Hunt (for themselves and
as agents on behalf of the Company) or the Company's registrars
may, in their absolute discretion, require verification of its
identity. Pending the provision to Deutsche Bank and Peel Hunt or
the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be
retained at Deutsche Bank and Peel Hunt's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Deutsche Bank and Peel Hunt'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 Deutsche Bank and Peel Hunt (for
themselves and as agents on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them,
Deutsche Bank and Peel Hunt and/or the Company may, at their
absolute discretion, terminate their 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. Deutsche Bank and Peel Hunt and their 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, Deutsche Bank and Peel
Hunt and/or any of their respective affiliates acting as an
investor for its or their own account(s). Neither Deutsche Bank and
Peel Hunt 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 Deutsche Bank and Peel Hunt 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, Deutsche Bank and Peel Hunt 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
Deutsche Bank and Peel Hunt, on their own behalf and on behalf of
the Company, and are irrevocable;
30. it irrevocably appoints any duly authorised officer of
Deutsche Bank and Peel Hunt 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, Deutsche Bank and Peel Hunt 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 has satisfied itself concerning all
relevant tax, legal, currency and other economic considerations
relevant to its acquisition of the Placing Shares;
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;
34. pursuant to the General Data Protection Regulation as
implemented in the UK by the Data Protection Act 2018 ("GDPR"), the
Company and/or the Joint Bookrunners may hold personal data (as
defined in the GDPR) relating to past and present shareholders.
Personal data may be retained on record for a period exceeding six
years after it is no longer used. The Company and/or the Joint
Bookrunners will only process such information for the purposes set
out below (collectively, the "Purposes"), being to: (a) process its
personal data to the extent and in such manner as is necessary for
the performance of their obligations under the contractual
arrangements between them, including as required by or in
connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money
laundering checks on it; (b) communicate with it as necessary in
connection with its affairs and generally in connection with its
holding of Ordinary Shares; (c) provide personal data to such third
parties as the Company and/or any of the Joint Bookrunners may
consider necessary in connection with its affairs and generally in
connection with its holding of Ordinary Shares or as the GDPR may
require, including to third parties outside the EEA; (d) without
limitation, provide such personal data to their respective
affiliates for processing, notwithstanding that any such party may
be outside the EEA; and (e) process its personal data for the
Company's and/or any of the Joint Bookrunners internal
administration.
Representations by Placees in the United States
35. it is (a) a QIB who has duly executed a US investor
representation letter in the form provided to it and delivered the
same to the Joint Bookrunners; (b) aware that any offer or sale of
the Placing Shares pursuant to the Placing will be made by way of
private placement in a transaction exempt from, or otherwise not
subject to, the registration requirements of the US Securities Act;
and is not acquiring the Placing Shares with a view to further
distributions of such Placing Shares;
36. it is subscribing for the Placing Shares (a) for its own
account; (b) for the account of one or more other persons, each of
which is a QIB, for which it is acting as a duly authorised
fiduciary or agent; or (c) for a discretionary account or accounts,
each of which is a QIB and as to each of which it has complete
investment discretion and the authority to make the
representations, warranties, agreements and acknowledgements
contained in this announcement and the form of US investor
representation letter provided to it and delivered by it to the
Joint Bookrunners, and in any case, for investment purposes and not
with a view to distribution within the meaning of the US Securities
Act;
37. it understands that the Placing Shares have not been
registered under the US Securities Act and may not be reoffered,
resold, pledged or otherwise transferred except (a) pursuant to a
registration statement that has been declared effective under the
US Securities Act, (b) in an offshore transaction complying with
Rule 903 or 904 of Regulation S, (c) pursuant to Rule 144A under
the US Securities Act (if available) to QIBs, (d) pursuant to Rule
144 under the Securities Act (if available) or (e) pursuant to
another applicable exemption from the registration requirements of
Section 5 of the US Securities Act, but only after it provides an
opinion of counsel reasonably satisfactory to the Company which
states that the transfer is exempt from, or not subject to, the
registration requirements of the US Securities Act, provided that
the person to whom such Placing Shares are transferred delivers a
letter to the Company making the acknowledgements, representations
and agreements included in this announcement (including the form of
US investor representation letter provided to it and delivered by
it to the Joint Bookrunners) to the extent the Company so requires,
and that, in each case, such offer, sale, pledge or transfer must
be made in accordance with any applicable securities laws of any
state or other jurisdiction of the United States; and
38. it makes all representations and warranties set out in the
form of investor representation letter in the form provided to it
and delivered by it to the Joint Bookrunners
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Deutsche Bank
and Peel Hunt for themselves 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
Deutsche Bank and Peel Hunt 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 Deutsche Bank and Peel Hunt in the event
that any of the Company and/or Deutsche Bank and Peel Hunt 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 Deutsche Bank and Peel Hunt 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 Deutsche Bank and Peel Hunt do 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 Deutsche Bank and Peel Hunt or any of
their affiliates may, at their absolute discretion, agree to become
a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Deutsche Bank and Peel Hunt, any money held in an
account with Deutsche Bank and Peel Hunt 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 Deutsche Bank and Peel Hunt's money in
accordance with the client money rules and will be used by Deutsche
Bank and Peel Hunt in the course of its own business; and the
Placee will rank only as a general creditor of Deutsche Bank and
Peel Hunt.
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;
"FCA" the Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act of
2000 (as amended)
"GDPR" General Data Protection Regulation 2016/679;
"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 Effect" any adverse change in, or any development
involving or reasonably likely to involve
an 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 Deutsche
Bank and Peel Hunt as agents 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 Shares" the new Ordinary Shares to be issued in
connection with the Placing;
"QIB" a "qualified institutional buyer" as such
term is defined in Rule 144A under the US
Securities Act.
"Significant Date" the date the Placing Agreement is entered
into and the day immediately prior to Admission;
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland; and
"United States" United States of America, its territories
and possessions, any state of the United
States of America and the District of Columbia
and all other areas subject to its jurisdiction.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUOVARWOAKAUR
(END) Dow Jones Newswires
September 14, 2018 02:00 ET (06:00 GMT)
Tarsus (LSE:TRS)
Historical Stock Chart
From May 2024 to Jun 2024
Tarsus (LSE:TRS)
Historical Stock Chart
From Jun 2023 to Jun 2024