TIDMUTG
RNS Number : 4586F
Unite Group PLC
21 February 2018
21 February 2018
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
THE UNITE GROUP PLC
PROPOSED PLACING OF NEW ORDINARY SHARES
The Unite Group plc ("Unite Students", or "Unite" or the
"Company" or the "Group") today announces its intention to conduct
a placing of up to approximately 22.2 million new ordinary shares
in the Company (the "Placing Shares") representing up to
approximately 9.2 per cent. of the Company's existing issued
ordinary share capital (the "Placing"). The Placing is being
conducted through an accelerated bookbuilding process (the
"Bookbuild") which will be launched immediately following this
announcement. J.P. Morgan Securities plc, which conducts its UK
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove" or "JPMC"), and Numis Securities Limited ("Numis
Securities") are acting as joint bookrunners in connection with the
Placing.
Highlights of the Placing
-- Intention to raise gross proceeds of approximately GBP170 million
-- The proceeds will be used to fund two University partnership transactions supported by leading Universities:
o An 887 bed development scheme in partnership with Oxford
Brookes University with a 25 year nomination agreement, requiring
approximately GBP73 million of capital expenditure - planning in
place, target opening in 2019
o A c.1,000 bed development scheme in Middlesex Street, London
E1, which is being supported through planning by Kings College
London requiring approximately GBP195 million of capital
expenditure - subject to planning, target opening in 2021
-- The Placing will enable the Group to retain 100% ownership of
its pipeline of University partnership opportunities to optimise
its earnings growth and to re-enter the London development market
whilst maintaining balance sheet strength with target LTV of
30-35%
-- The Company's recently announced new GBP500 million unsecured
debt facility along with active recycling of the Group's portfolio
will continue to support the funding of its existing development
pipeline
-- Overall returns from these two partnership transactions,
taking into account the equity issuance, are expected to be
accretive to NAV immediately and to EPS from 2020 and beyond
(broadly neutral impact in 2018 and 2019)
-- The Board also intends to increase the Group's dividend
payout from 75% to 85% of EPRA earnings in FY 2018
-- The Company has today issued a strong set of results for the
year ended 31 December 2017 demonstrating continued operational
delivery and earnings growth
-- Members of the Board intend to invest in aggregate GBP135,000 in the Placing
Background to the Placing
Unite Students is the UK's largest manager and developer of
purpose-built student accommodation ("PBSA"). The Company sees
favourable structural market dynamics in the PBSA sector and the
Group continues to position itself to grow its earnings and net
asset value through investment opportunities including university
partnerships and its existing development pipeline.
Student numbers in the UK at mid and high ranking universities
continue to grow. There is also an increasing desire among students
to live in PBSA for two or three years compared to one
traditionally. Furthermore UK universities are increasingly seeking
alternatives to using their own capital to fund new PBSA
developments.
The Group is focused on building relationships with the UK's
strongest universities. Currently, approximately 60% of the Group's
beds are secured through university nominations agreements,
equivalent to approximately 29,000 beds, an increase of 5,000 beds
over the last three years. The Group continues to position itself
to take advantage of further partnership opportunities with a
pipeline of stock transfers, and off-campus and on-campus
developments.
Use of proceeds
The Group intends to use the proceeds of the proposed Placing to
supplement the growth in earnings from its existing development
pipeline with new University partnerships. Gross proceeds of
approximately GBP170 million from the Placing together with debt,
will provide the funding for approximately GBP268 million of
development spend for two such opportunities backed by long term
nomination agreements.
The Group enjoys a strong existing relationship with Oxford
Brookes University, and in December announced a 25 year agreement
that has a 10 year 98% income guarantee and will increase the
Group's operational scale within Oxford to 1,365 beds. The 887 bed
scheme will require approximately GBP73 million capital
expenditure. Anticipated returns are in line with the Group's
stated targets for University Partnerships. Planning consent has
been secured and the development is expected to be completed in
time for the 2019/20 academic year.
The Company announced in January that it has exchanged contracts
on a subject to planning basis, on a new development scheme in
London. Total development costs are estimated to be approximately
GBP195 million with an expected yield on cost of approximately
6.25%, which is in line with the Group's target for University
Partnership transactions. The acquisition is being supported
through planning by Kings College London and Unite expects that the
approximately 1,000 bed development site will be fully let under a
long term nomination agreement (and is targeting a 10 year
agreement with 98% income guarantee) and be delivered in time for
the 2021/22 academic year.
The proceeds of the proposed Placing are expected to allow the
Group to retain 100% ownership of these two University partnership
opportunities to optimise its earnings growth whilst maintaining
its balance sheet strength. The Group continues to target an LTV of
30-35% and has recently announced a new GBP500 million unsecured
debt facility which, along with active recycling of the Group's
portfolio, will continue to support the funding of its existing
development pipeline.
Overall returns from these two partnership transactions are
expected to be accretive to NAV immediately and to EPS from 2020 as
the properties are delivered (with a broadly neutral impact to
earnings in 2018 and 2019).
In the event that planning is not secured on the Middlesex site,
Unite will use the Placing proceeds to fund other university
partnership opportunities.
Increase in dividend
The Group is committed to maintaining a progressive dividend
policy. The Board intends to increase the Group's dividend payout
ratio from 75% to 85% of EPRA earnings from FY 2018, supported by
the Company's expectations of strong earnings growth in the
business and high quality long-term income through Unite's
alignment to the strongest Universities and supported by longer
nomination agreements with these universities.
Details of the Placing
J.P. Morgan Securities plc, which carries on its investment
banking activities under the name J.P. Morgan Cazenove, ("J.P.
Morgan Cazenove" or "JPMC") and Numis Securities Limited ("Numis
Securities" or "Numis" and, together with JPMC, the "Joint
Bookrunners" and each a "Joint Bookrunner") will commence a
bookbuilding process in respect of the Placing (the "Bookbuild" or
the "Bookbuilding Process"). The book will open with immediate
effect. The Joint Bookrunners have entered into an agreement with
Unite (the "Placing Agreement") under which, subject to the
conditions set out therein, the Joint Bookrunners will agree to use
their respective reasonable endeavours to procure subscribers for
the Placing Shares at a price determined following completion of
the Bookbuild and as set out in the Placing Agreement. The Placing
is subject to the terms and conditions set out in the appendix to
this Announcement (the "Appendix"). Members of the public are not
entitled to participate in the Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares. This includes the right to receive all dividends
and other distributions declared or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares. The
Placing Shares will be entitled to the final dividend for the year
ended 31 December 2017. The price per Ordinary Share at which the
Placing Shares are to be placed (the "Placing Price") will be
determined at the close of the Bookbuild. Details of the number of
Placing Shares and the Placing Price will be announced as soon as
practicable after the closing of the Bookbuild.
Application will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the main
market for listed securities of the London Stock Exchange plc (the
"London Stock Exchange" and together, "Admission"). It is expected
that Admission will take place at or around 8.00 a.m. (London time)
on 23 February 2018 (or such later date as may be agreed between
the Company and the Joint Bookrunners). The Placing is conditional
upon, inter alia, Admission becoming effective. The Placing is also
conditional upon the Placing Agreement not being terminated in
accordance with its terms.
The Appendix (which forms part of this Announcement) sets out
further information relating to the Bookbuild and the terms and
conditions of the Placing.
The person responsible for making this Announcement on behalf of
the Company is Chris Szpojnarowicz, Company Secretary.
For further information, please contact:
The Unite Group
Richard Smith, Chief Executive Officer
Joe Lister, Chief Financial Officer 0117 302 7045
J.P. Morgan Cazenove (Joint Bookrunner)
Bronson Albery
Barry Meyers
Edouard Asselin 0207 742 4000
Numis Securities (Joint Bookrunner)
Heraclis Economides
Ben Stoop
Oliver Hardy 020 7260 1000
Powerscourt (PR adviser to Unite) 020 7250 1446
Justin Griffiths
Alison Watson
Mazar Masud
About Unite Students
Unite Students is the UK's largest manager and developer of
purpose-built student accommodation serving the country's
world-leading higher education sector. We currently provide homes
for almost 50,000 students in more than 140 properties across 24
leading university towns and cities in England and Scotland. Unite
also has a strong development pipeline, which will deliver a
further 7,550 beds in the next three years.
Our 1,400 people are driven by a common purpose: to provide the
students who live with us a 'Home for Success' and to be the most
trusted brand in the sector. We do this through great service,
great people and great properties, all designed on the basis of an
unrivalled insight into students' needs and preferences.
Unite's accommodation is high quality, safe and secure, and
located close to university campuses, transport links and local
amenities. Students live predominantly in en-suite study bedrooms
with rents covering all bills, insurance, 24-hour security,
fortnightly cleaning services and high-speed Wi-Fi. MyUnite, our
mobile app, provides practical support such as instant messaging
and maintenance requests.
Our commitment to customer service is powered by an innovative,
in-house operating platform. It provides a wide range of benefits
to our students, such as an optimised online booking process, as
well as providing us with a unique ability to drive value from our
portfolio through scale efficiencies and revenue management.
Alongside delivering great service, our other strategic priority
is delivering growing and sustainable earnings, underpinned by a
strong capital structure. A key part of this strategy is growing
the number of beds let though partnerships with mid and high tariff
universities which are experiencing record levels of student
demand. We currently partner with 60 higher education institutions,
guaranteeing that approximately 60% of our rooms are let under
multi-year, 'nomination agreements' providing high visibility of
forward occupancy and rental growth.
Unite is invested in and operates two specialist funds and joint
ventures with institutional investment partners: the GBP2 billion
Unite UK Student Accommodation Fund (USAF), and the GBP1 billion
London Student Accommodation Vehicle (LSAV).
Unite is the founder of and major donor to the Unite Foundation,
a charitable trust established to support talented students facing
challenging financial circumstances through the provision of free
accommodation annual scholarships. The Foundation has so far
provided scholarships for 250 young people working in close
collaboration with 28 universities.
Founded in 1991 in Bristol, Unite Group is an award-winning Real
Estate Investment Trust (REIT), listed on the London Stock Exchange
and a member of the FTSE 250 Index.
For more information, please visit Unite's corporate website
www.unite-group.co.uk, the student site www.unite-students.com or
the Unite Foundation www.unitefoundation.co.uk.
IMPORTANT NOTICE
Members of the public are not eligible to take part in the
Placing. All offers of the Placing Shares will be made pursuant to
an exemption under Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EC (the "2010 PD Amending Directive")
to the extent implemented, and including any relevant implementing
measure, in the relevant member state of the European Economic Area
("EEA")) (the "Prospectus Directive"), from the requirement to
produce a prospectus for offers of the Placing Shares. This
Announcement and the terms and conditions set out in the Appendix
to this Announcement are for information purposes only and are
directed only at: (a) persons in member states of the EEA who are
qualified investors within the meaning of Article 2(1)(e) of the
Prospectus Directive and amendments thereto ("Qualified Investors")
(b) persons in the United Kingdom, who are Qualified Investors and
(i) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); or (ii) high net worth companies,
unincorporated associations and other persons falling within
Article 49(2)(a) to (d) of the Order; and (c) persons to whom it
may otherwise by lawfully communicated (all such persons together
being referred to as ("Relevant Persons").
This Announcement and the terms and conditions set out in the
Appendix to this Announcement must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment
activity to which this Announcement relates is only available to,
and will be engaged in only with, Relevant Persons. Persons
distributing this Announcement must satisfy themselves that is
lawful to do so. This Announcement is for information only and does
not constitute an offer to sell, or a solicitation of an offer to
buy or otherwise acquire, any securities in any jurisdiction.
Persons needing advice should consult an independent financial
adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such
restrictions.
This Announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an
offer to buy, subscribe for or otherwise acquire securities in any
jurisdiction in which any such offer or solicitation would be
unlawful. Any failure to comply with this restriction may
constitute a violation of the securities laws of such
jurisdictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
"US"), Canada, Australia, South Africa, Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act""), or under the securities laws or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and accordingly the Placing Shares may not be
offered, sold, pledged or transferred, directly or indirectly, in,
into or within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and the securities laws of any
relevant state or jurisdiction of the United States. There is no
intention to register any portion of the offering in the United
States or to conduct a public offering of securities in the United
States.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (each a "Placee") by making an oral and legally binding
offer to acquire Placing Shares will be deemed to have read and
understood this Announcement in its entirety, to be participating,
making an offer and acquiring Placing Shares on the terms and
conditions contained in the Appendix to this Announcement and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix to this
Announcement.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, 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 the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's 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 the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
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 the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove, and which is authorised
by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA") and the
Prudential Regulation Authority, is acting for the Company in
connection with the Placing and no-one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of J.P. Morgan Securities plc nor
for providing advice in relation to the Placing or any other matter
referred to in this Announcement.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company in
connection with the Placing and no-one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Numis Securities Limited nor for
providing advice in relation to the Placing or any other matter
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 the Joint Bookrunners or by any of their
respective affiliates or their or their respective affiliates'
agents, directors, officers and employees, respectively, 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 therefor is expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. The
price of shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
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.
APPIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. ALL OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO
AN EXEMPTION UNDER DIRECTIVE 2003/71/EC (AND AMMENTS THERETO,
INCLUDING DIRECTIVE 2010/73/EU (THE "2010 PD AMING DIRECTIVE"), TO
THE EXTENT IMPLEMENTED, AND INCLUDING ANY RELEVANT IMPLEMENTING
MEASURE, IN THE RELEVANT MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA")) (THE "PROSPECTUS DIRECTIVE"), FROM THE REQUIREMENT TO
PRODUCE A PROSPECTUS FOR OFFERS OF THE PLACING SHARES. THIS
ANNOUCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS
ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS
DIRECTIVE ("QUALIFIED INVESTORS"); (B) PERSONS IN THE UNITED
KINGDOM WHO ARE QUALIFIED INVESTORS AND (I) INVESTMENT
PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
(THE "ORDER") OR (II) HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS AND OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) OF THE ORDER; AND (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY
BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, ANY PROVINCE OR TERRITORY OF
CANADA OTHER THAN THE PROVINCES OF ONTARIO, QUEBEC, ALBERTA AND
BRITISH COLUMBIA (AND IN THOSE PROVINCES ONLY TO PURCHASERS THAT
ARE NOT INDIVIDUALS AND THAT QUALIFY BOTH AS AN "ACCREDITED
INVESTOR" AND A "PERMITTED CLIENT" UNDER APPLICABLE CANADIAN
SECURITIES LAWS), JAPAN, NEW ZEALAND, SOUTH AFRICA, JERSEY OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
This Announcement is for information purposes only and does not
constitute an offer to sell or issue or the solicitation of an
offer to buy or subscribe for any Placing Shares in any
jurisdiction in which any such offer or solicitation would be
unlawful.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of FSMA does not apply.
The Placing Shares referred to in this Announcement have not
been and will not be registered under the U.S. Securities Act of
1933 (the "Securities Act") or under the securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold or transferred in, into or within the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
the securities laws of any relevant state or jurisdiction of the
United States.
The distribution of this Announcement and the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such
restrictions.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Bookbuilding Process and the Placing,
Placees will be deemed to have read and understood this
Announcement in its entirety, to be participating, making an offer
and subscribing for Placing Shares on the terms and conditions
contained in this Appendix and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in this Appendix. In particular, each such Placee
represents, warrants, undertakes, agrees and acknowledges (amongst
other things), that:
1 it is a Relevant Person and undertakes that it will subscribe
for, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business; and
2 in the case of a Relevant Person in a member state of the EEA
who subscribes for any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor; and
(b) in the case of any Placing Shares subscribed for by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive,
(i) the Placing Shares subscribed for by it in the Placing have
not been subscribed for on behalf of, nor have they been subscribed
for with a view to their offer or resale to, persons in any member
state of the EEA other than Qualified Investors or in circumstances
in which the prior consent of the Joint Bookrunners has been given
to the offer or resale; or
(ii) where Placing Shares have been subscribed for by it on
behalf of persons in any member state of the EEA other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Directive as having been made to such
persons; and
3 it is subscribing for the Placing Shares for its own account
or is subscribing for the Placing Shares for an account with
respect to which it exercises sole investment discretion and has
the authority to make and does make the representations,
warranties, indemnities, acknowledgements and agreements contained
in this Announcement; and
4 it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is either (i) outside
the United States subscribing for the Placing Shares in an offshore
transaction as defined in and in accordance with Regulation S under
the Securities Act or (ii) a "qualified institutional buyer" as
defined in Rule 144A under the Securities Act ("Rule 144A").
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement, the announcement of the
pricing of the Placing through a Regulatory Information Service
(the "Placing Results Announcement") and any information publicly
announced through a Regulatory Information Service (as defined in
the listing rules of the FCA (the "Listing Rules")) by or on behalf
of the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms
set forth in the contract note or trade confirmation sent to
individual placees. Each Placee, by participating in the Placing,
agrees that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of the
Joint Bookrunners or the Company other than the Publicly Available
Information and none of the Joint Bookrunners, the Company nor any
person acting on such person's behalf nor any of their affiliates
has or shall have any liability for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Each of the Bookrunners has entered into the Placing Agreement
with the Company under which it has severally undertaken, on the
terms and subject to the conditions set out in the Placing
Agreement, to use reasonable endeavours to procure Placees for the
Placing Shares. In accordance with the terms of the Placing
Agreement, subject to the execution of the pricing agreement
setting out the final number of Placing Shares and the Placing
Price, to the extent any Placee fails to take up its allocation of
Placing Shares at the Placing Price, the Joint Bookrunners have
severally agreed to take up such shares in the Relevant Proportion
(as defined in the Placing Agreement) and the Company agrees to
allot and issue such shares to the Joint Bookrunners accordingly,
in each case at the Placing Price and on the terms set out in the
Placing Agreement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares in the capital of the Company ("Ordinary Shares"), including
the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the
date of issue of the Placing Shares.
As part of the Placing, the Company has agreed that it will not
issue or sell any ordinary shares for a period of 180 days after
Admission without the prior written consent of the Joint
Bookrunners. This agreement is subject to certain customary
exceptions as well as the issue by the Company of any ordinary
shares to satisfy conversions by bondholders pursuant to the
five-year convertible bond entered into by the Company on 10
October 2013.
Application for admission to listing and trading
Application will be made to the FCA for admission of the Placing
Shares to listing on the premium listing segment of the Official
List and to the London Stock Exchange for admission to trading of
the Placing Shares on the London Stock Exchange's main market for
listed securities (together "Admission").
It is expected that Admission will take place on or before 8.00
a.m. (London time) on 23 February 2018 and that dealings in the
Placing Shares on the London Stock Exchange's main market for
listed securities will commence at the same time.
Bookbuilding Process
The Joint Bookrunners will today commence the Bookbuilding
Process to determine demand for participation in the Placing by
Placees. 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.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuilding
Process as they may, in their sole discretion, determine.
Principal terms of the Bookbuilding Process and Placing
1 JPMC and Numis are acting as Joint Bookrunners to the Placing, as agents of the Company.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by the Joint Bookrunners to
participate. The Joint Bookrunners and their affiliates are
entitled to enter bids in the Bookbuilding Process.
3 The Bookbuilding Process will establish the Placing Price
payable to the Joint Bookrunners by all Placees whose bids are
successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Joint
Bookrunners and the Company following completion of the
Bookbuilding Process and any discount to the market price of the
ordinary shares of the Company will be determined in accordance
with the Listing Rules. The Placing Price will be announced through
the Placing Results Announcement following the completion of the
Bookbuilding Process.
4 To bid in the Bookbuilding Process, Placees should communicate
their bid by telephone to their usual sales contact at JPMC or
Numis. Each bid should state the number of Placing Shares which a
prospective Placee wishes to subscribe for at either the Placing
Price which is ultimately established by the Company and the Joint
Bookrunners or at prices up to a price limit specified in its bid.
Bids may be scaled down by the Joint Bookrunners on the basis
referred to in paragraph 9 below. Each of the Joint Bookrunners is
arranging the Placing severally, and not jointly, or jointly and
severally, as agent of the Company.
5 The Bookbuilding Process is expected to close no later than
4.00 p.m. (London time) on 21 February 2018 but may be closed
earlier or later at the discretion of the Joint Bookrunners. The
Joint Bookrunners may, in agreement with the Company, accept bids
that are received after the Bookbuilding Process has closed. The
Company reserves the right to reduce the amount to be raised
pursuant to the Placing, in its discretion. The total number of
shares to be issued pursuant to the Placing shall not exceed
22,206,872 ordinary shares, representing approximately 9.2% of the
Company's existing issued share capital.
6 Each Placee's allocation will be agreed between the Joint
Bookrunners (after consultation with the Company) and will be
confirmed orally by the relevant Bookrunner as soon as practicable
following the close of the Bookbuilding Process. The relevant
Bookrunner's oral confirmation of an allocation will give rise to a
legally binding commitment by the Placee concerned, in favour of
the relevant Bookrunner and the Company, under which it agrees to
subscribe for the number of Placing Shares allocated to it on the
terms and subject to the conditions set out in this Appendix and
the Company's articles of association.
7 The Company will release the Placing Results Announcement
following the close of the Bookbuilding Process, detailing the
aggregate number of the Placing Shares to be issued and the Placing
Price at which such shares have been placed.
8 Each Placee's allocation and commitment will be evidenced by a
contract note or trade confirmation issued to such Placee by one of
the Joint Bookrunners. The terms of this Appendix will be deemed
incorporated therein.
9 The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined at their
discretion (after consultation with the Company) and may scale down
any bids for this purpose on such basis as they may determine or be
directed. The Joint Bookrunners may also, notwithstanding
paragraphs 5 to 7 above, (a) allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time and (b) allocate Placing Shares after the Bookbuilding Process
has closed to any person submitting a bid after that time.
10 A bid in the Bookbuilding Process will be made on the terms
and subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and except with
the relevant Bookrunner's consent will not be capable of variation
or revocation after the time at which it is submitted. Each Placee
will have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bookrunner, to pay to 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.
11 Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
12 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be 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'.
13 All obligations under the Bookbuilding Process and 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'.
14 By participating in the Bookbuilding Process 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.
15 To the fullest extent permissible by law, neither of the
Joint Bookrunners nor any of their affiliates nor any of their or
their respective affiliates' agents, directors, officers or
employees, respectively, shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Joint Bookrunners nor any of
their affiliates nor any of its or their agents, directors,
officers or employees shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of the
Joint Bookrunners' conduct of the Bookbuilding Process or of such
alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing, they
will be sent a contract note or trade confirmation which will
confirm the number of Placing Shares allocated to them, the Placing
Price and the aggregate amount owed by them to the relevant
Bookrunner. Each Placee will be deemed to agree 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 which they have in place with the relevant
Bookrunner or otherwise as such Bookrunner may direct.
Settlement of transactions in the Placing Shares (ISIN:
GB0006928617) following Admission will take place within the CREST
system. Settlement through CREST will be on a T+2 basis unless
otherwise notified by the Joint Bookrunners and is expected to
occur on 23 February 2018 (the "Settlement Date"). Settlement will
be on a delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and the Joint Bookrunners may agree that the Placing Shares should
be issued in certificated form. The Joint Bookrunners reserve the
right to require settlement for the Placing Shares, and to deliver
the Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by the Joint Bookrunners.
If Placees do not comply with their obligations the relevant
Bookrunner may sell any or all of their Placing Shares on their
behalf and retain from the proceeds, for its own account and
benefit, an amount equal to the Placing Price of each share sold
plus any interest due. Placees will, however, remain liable for any
shortfall below the Placing Price and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which
may arise upon the sale of their Placing Shares on their
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note or trade confirmation is copied and
delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject 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.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Bookrunners under the Placing
Agreement are, and the Placing is, conditional on, inter alia:
(a) the Company having complied with its obligations under the
Placing Agreement;
(b) each of the warranties contained in the Placing Agreement
not being untrue, inaccurate or misleading when made, nor becoming
untrue, inaccurate or misleading in any respect as at the date of
the Placing Agreement and the date of Admission as though they had
been given and made on such dates (by reference to the facts and
circumstances existing at such time);
(c) prior to admission, (i) no event having occurred that gives
any party to any document entered into in connection with the
Acquisitions a right to terminate, or (ii) the rescission or
termination of any document entered into in connection with the
Acquisitions;
(d) in the opinion of either of the Joint Bookrunners, there not
having occurred a material adverse change in, or any development
reasonably likely involving a prospective material adverse change
in or affecting, the condition (financial, operational, legal or
otherwise) or the earnings or business affairs or business
prospects of the Group, whether or not arising in the ordinary
course of business, unless and to the extent that the Joint
Bookrunners, acting jointly, waive such condition;
(e) the pricing agreement having been duly executed no later
than 4.30 p.m. (London time) on the date of the Placing
Agreement;
(f) the publication of the Placing Results Announcement through
a Regulatory Information Service by no later than 5.30 p.m. (London
time) on the date of the Placing Agreement;
(g) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(h) Admission taking place not later than 8.00 a.m. (London
time) on 23 February 2018,
(all conditions to the obligations of the Joint Bookrunners
included in the Placing Agreement being together, the
"conditions").
If any of the conditions set out in the Placing Agreement is not
fulfilled or, where permitted, waived to the extent permitted by
law or regulations in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the
Company and the Joint Bookrunners may agree), or the Placing
Agreement is terminated in accordance with its terms (as to which,
see the "Termination of the Placing" section below), the Placing
will lapse and the Placee's rights and obligations shall cease and
terminate at such time and each Placee agrees that no claim can be
made by or on behalf of the Placee (or any person on whose behalf
the Placee is acting) in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees
that its rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
The Joint Bookrunners (acting jointly) may, at their absolute
discretion and upon such terms as they think appropriate, waive
fulfilment of all or any of the conditions in the Placing Agreement
in whole or in part (to the extent permitted by law or regulation)
or extend the time provided for fulfilment of any such conditions
in respect of all or any part of the performance thereof, save that
the conditions set out at (f), (g) and (h) above may not be waived.
Any such extension or waiver will not affect Placees' commitments
as set out in this Appendix.
Neither the Joint Bookrunners nor any of their respective
affiliates nor any of their or their respective affiliates' agents,
directors, officers or employees, respectively, 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 any of them may make as to whether or not to waive or
to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision any of them may make
as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of
the Joint Bookrunners and the Company.
Termination of the Placing
Each Bookrunner may in its absolute discretion terminate the
Placing Agreement at any time up to and including Admission in
certain circumstances, including (among others) a breach of the
warranties given to the Joint Bookrunners, the occurrence of any
material adverse change in the condition, financial, operational,
legal or otherwise, or the earnings or business affairs or business
prospects of the Group, whether or not arising in the ordinary
course of business, in the good faith opinion of the Bookrunner, or
if an event occurs that gives any party to the Acquisitions a right
to terminate, or if the Acquisitions are terminated, or on the
occurrence of a force majeure event. Notice of termination may be
communicated by a Bookrunner as soon as practicable to any director
of the Company orally or by fax or email or otherwise and announced
to a Regulatory Information Service.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim may be made by any Placee in respect
thereof.
By participating in the Bookbuilding Process, each Placee agrees
with the Company and the Joint Bookrunners that the exercise by the
Company or the Joint Bookrunners of any right of termination or any
other right or other discretion under the Placing Agreement shall
be within the absolute discretion of the Company or the Joint
Bookrunners (as the case may be) and that neither the Company nor
the Joint Bookrunners need make any reference to such Placee and
that none of the Company, the Joint Bookrunners, their respective
affiliates or their or their respective affiliates' agents,
directors, officers or employees, respectively, shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" above and
will not be capable of rescission or termination by it after oral
confirmation by the Joint Bookrunners following the close of the
Bookbuilding Process.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each
prospective Placee (and any person acting on such Placee's behalf)
represents, warrants, acknowledges and agrees (for itself and for
any such prospective Placee) that:
1 it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained in this Appendix and that it has not
relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Placing, the Company, the
Placing Shares or otherwise, other than the information contained
in this Announcement and the Publicly Available Information;
2 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document has been or will be prepared in connection
with the Placing;
3 the Company's ordinary shares are listed on the premium
listing segment of the Official List, and that the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of the FCA,
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
4 neither the Joint Bookrunners nor the Company nor any of their
respective affiliates, or their or their respective affiliates'
agents, directors, officers or employees, respectively, nor any
person acting on behalf of any of them has provided, and will not
provide, it with any material regarding the Placing Shares or the
Company or any other person other than the information in this
Announcement or any other Publicly Available Information, and, if
it is in the United States, the US Investor Letter (as defined
below), such information being all that it deems necessary to make
an investment decision in respect of the Placing Shares; nor has it
requested the Joint Bookrunners, the Company, any of their
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
5 neither the Joint Bookrunners nor any person acting on behalf
of them nor any of their respective affiliates, or their or their
respective affiliates, agents, directors, officers or employees,
respectively, has or shall have any liability for this
Announcement, or any other Publicly Available Information, or any
representation relating to the Company, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
6 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither of the Joint
Bookrunners, any of their affiliates or any persons acting on their
behalf is responsible for or has or shall have any liability for
any information or representation, warranty or statement relating
to the Company contained in this Announcement, or any other
Publicly Available Information, nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, any other Publicly Available Information or
otherwise. Nothing in this Appendix shall exclude any liability of
any person for fraudulent misrepresentation;
7 it and/or each person on whose behalf it is participating is
not, and at the time the Placing Shares are subscribed for will not
be, a resident of Australia, South Africa, Japan, New Zealand or
Jersey or any province or territory of Canada other than the
Provinces of Ontario, Quebec, Alberta and British Columbia (and, if
in those provinces, it and/or each person on whose behalf it is
participating is both an "accredited investor" and a "permitted
client" under applicable Canadian securities laws);
8 the Placing Shares are being offered and sold on behalf of the
Company in offshore transactions (as defined in Regulation S under
the Securities Act of 1933, as amended (the "Securities Act")) and
to certain qualified institutional buyers ("QIBs") (as defined in
Rule 144A under the Securities Act) in reliance upon Rule 144A
under the Securities Act or another exemption from, or transaction
not subject to, the registration requirements under the Securities
Act. It and the prospective beneficial owner of the Placing Shares
is, and at the time the Placing Shares are subscribed for will be
either: (i) outside the United States and subscribing for the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the Securities Act or (ii) a
QIB which has duly executed a US investor letter in a form provided
to it and delivered the same to one of the Joint Bookrunners or its
affiliates (the "US Investor Letter"); In addition, it has such
knowledge and experience in financial and business matters to be
capable of evaluating the merits and the risks of an investment in
the Placing Shares, will not look to the Joint Bookrunners for all
or part of any such loss it may suffer, is able to bear the
economic risk of an investment in the Placing Shares, is able to
sustain a complete loss of the investment in the Placing Shares and
has no need for liquidity with respect to its investment in the
Placing Shares and, with respect to (iii) above, it is subscribing
for the Placing Shares for its own account or for one or more
accounts as to each of which it exercises sole investment
discretion and each of which is a QIB, for investment purposes only
and not with a view to any distribution or for resale in connection
with the distribution thereof in whole or in part, in the United
States; and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account.
The Placing Shares have not been and will not be registered or
qualified for offer and sale nor will a prospectus be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States, Australia, Canada, Japan, New
Zealand, South Africa or Jersey and, subject to certain exceptions,
may not be offered, sold, resold, delivered, pledged or
transferred, directly or indirectly, within those
jurisdictions.
9 (i) the only information on which it is entitled to rely and
on which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement, the Publicly Available
Information and, if it is in the United States, the US Investor
Letter, such information being all that it deems necessary to make
an investment decision in respect of the Placing Shares and it has
made its own assessment of the Company, the Placing Shares and the
terms of the Placing based on Publicly Available Information, (ii)
the Joint Bookrunners and the Company (or any of their respective
affiliates) have not made any representation to it, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly
Available Information, (iii) it has conducted its own investigation
of the Company, the Placing and the Placing Shares, satisfied
itself that the information is still current and relied on that
investigation for the purposes of its decision to participate in
the Placing and (iv) it has not relied on any investigation that
the Joint Bookrunners or any person acting on their behalf may have
conducted with respect to the Company, the Placing or the
Shares;
10 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, nor approved or disapproved by the US Securities and
Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this Announcement. The
Placing Shares have not been registered or otherwise qualified for
offer and sale nor will a prospectus be cleared or approved in
respect of the Placing Shares under the securities laws of
Australia, Canada, South Africa, Japan, New Zealand or Jersey and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, South Africa, Japan,
New Zealand or Jersey or in any country or jurisdiction where any
action for that purpose is required;
The Placing Shares offered and sold in the United States are
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act and, so long as the Placing Shares are
"restricted securities", it will not deposit the Placing Shares
into any unrestricted depositary receipt facility maintained by any
depositary bank in respect of the Company's securities. It will not
reoffer, sell, pledge or otherwise transfer the Placing Shares
except: (i) in an offshore transaction in accordance with
Regulation S under the Securities Act; (ii) in the United States to
QIBs pursuant to Rule 144A; (iv) pursuant to an effective
registration statement under the Securities Act and that, in each
such case, such offer, sale, pledge or transfer will be made in
accordance with any applicable securities laws of any state of the
United States;
11 it and/or each person on whose behalf it is participating:
(a) is entitled to subscribe for Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) to enable it
to enter into the transactions contemplated hereby and to perform
its obligations in relation thereto;
12 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
13 neither of the Joint Bookrunners, nor their respective
affiliates, nor 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 participation in the Placing is on the
basis that it is not and will not be a client of either of the
Joint Bookrunners and that the Joint Bookrunners have no duties or
responsibilities to it for providing the protections afforded to
their clients or customers or for providing advice in relation to
the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
14 it will make payment to the Joint Bookrunners (as the Joint
Bookrunners may direct) for the Placing Shares allocated to it in
accordance with the terms and conditions of this Announcement on
the due times and dates set out in this Announcement, failing which
the relevant Placing Shares may be placed with others on such terms
as the Joint Bookrunners determine in their absolute discretion
without liability to the Placee and it will remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
15 its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that it may be called upon to
subscribe for a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
16 no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a
public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is
required;
17 the person who it specifies for registration as holder of the
Placing Shares will be (i) the Placee or (ii) a nominee of the
Placee, as the case may be. The Joint Bookrunners and the Company
will not be responsible for any liability to stamp duty or stamp
duty reserve tax resulting from a failure to observe this
requirement. It agrees to subscribe for Placing Shares pursuant to
the Placing on the basis that the Placing Shares will be allotted
to a CREST stock account of the Joint Bookrunners (or either of
them) who will hold them as nominee directly or indirectly on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
18 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it 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;
19 it and any person acting on its behalf falls within Article
19(5) and/or 49(2) of the Order, as amended, and undertakes that it
will subscribe for, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
20 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom prior to Admission
except to persons whose ordinary activities involve them in
subscribing for, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85 (1) of FSMA;
21 if within the EEA, it is a Qualified Investor as defined in
section 86(7) of FSMA, being a person falling within Article 2.1(e)
of the Prospectus Directive;
22 it has only communicated or caused to be communicated and it
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 Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
23 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of FSMA and
the Financial Services Act 2012 in respect of anything done in,
from or otherwise involving the United Kingdom);
24 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
subscribed for by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in a member
state of the EEA which has implemented the Prospectus Directive
other than Qualified Investors, or in circumstances in which the
express prior written consent of the Joint Bookrunners has been
given to the offer or resale.
25 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the European Economic Area prior to
Admission except to persons whose ordinary activities involve them
in subscribing for, holding, managing or disposing of investments
(as principal or agent) for the purpose of their business or
otherwise in circumstances which have not resulted and which will
not result in an offer to the public in any member state of the
EEA;
26 if it has received any inside information (as defined in the
market abuse regulation (EU) No. 596/2014) about the Company in
advance of the Placing, it has not: (a) dealt in the securities of
the Company; (b) encouraged or required another person to deal in
the securities of the Company; or (c) disclosed such information to
any person, prior to the information being made publicly
available;
27 neither the Joint Bookrunners, the Company nor any of their
respective affiliates, or their or their respective affiliates'
agents, directors, officers or employees, respectively, nor any
person acting on behalf of such persons is making any
recommendation to it, advising it regarding the suitability of any
transaction it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representation, warranty, acknowledgement, agreement, undertaking
or indemnity contained in the Placing Agreement nor the exercise or
performance of any of the Joint Bookrunners' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
28 acknowledges and accepts that the Joint Bookrunners may, in
accordance with applicable legal and regulatory provisions, engage
in transactions in relation to the Placing Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, the Joint Bookrunners will not make
any public disclosure in relation to such transactions;
29 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Criminal Justice Act 1993, the Terrorism Act 2000, the
Terrorism Act 2006 and the Money Laundering Regulations 2007 and
any related or similar rules, regulations or guidelines issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (together 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;
30 its commitment to subscribe for Placing Shares on the terms
set out in this Announcement will continue notwithstanding any
amendment that may in future be made to the terms and conditions of
the Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's or the Joint Bookrunners' conduct of the Placing;
31 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that 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. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
32 the Company, the Joint Bookrunners and others will rely upon
the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements, which are given to
each Bookrunner on its own behalf and on behalf of the Company and
are irrevocable;
33 if it is subscribing for the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts;
34 time is of the essence as regards its obligations under this Appendix;
35 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
36 the Placing Shares will be issued subject to the terms and
conditions set out in this Appendix; and
37 this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part will be
governed by and construed in accordance with English law. All
agreements to subscribe for shares pursuant to the Bookbuilding
Process and/or the Placing will be governed by English law and the
English courts shall have exclusive jurisdiction in relation
thereto except that proceedings may be taken by the Company or the
Joint Bookrunners in any jurisdiction in which the relevant Placee
is incorporated or in which any of its securities have a quotation
on a recognised stock exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, each of the Joint Bookrunners and each of their respective
affiliates and each of their and their respective affiliates'
agents, directors, officers and employees, respectively, harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings given by the Placee in this Appendix
and further agrees that the provisions of this Appendix shall
survive after completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the UK relates only to
their allotment and issue to Placees, or such persons as they
nominate as their agents, directly by the Company. 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 were
any such arrangements, or the settlement related to other dealings
in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor the Joint Bookrunners
would be responsible. If this is the case, it would be sensible for
Placees to take their own advice and they should notify the Joint
Bookrunners accordingly. In addition, Placees should note that they
will be liable for any capital duty, 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 UK by them or any other
person on the acquisition by them of any Placing Shares or the
agreement by them to subscribe for any Placing Shares and each
Placee, or the Placee's nominee, in respect 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 non-UK stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and the Joint Bookrunners in the event
that either the Company and/or the Joint Bookrunners have incurred
any such liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Joint
Bookrunners for themselves and on behalf of the Company and are
irrevocable.
The Joint Bookrunners are acting exclusively for the Company and
no one else in connection with the Bookbuilding Process and the
Placing and will not regard any other person (whether or not a
recipient of this document) as a client in relation to the
Bookbuilding Process or the Placing and will not be responsible to
anyone (including Placees) other than the Company for providing the
protections afforded to their clients or for providing advice in
relation to the Bookbuilding Process or the Placing or other
matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements or agreements or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that either of the Joint Bookrunners may
(at their absolute discretion) satisfy its obligations to procure
Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or
associated person to do so.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners will notify Placees and any
persons acting on behalf of the Placees of any changes.
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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, Distributors should note
that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares
offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELFFELFRIIFIT
(END) Dow Jones Newswires
February 21, 2018 02:01 ET (07:01 GMT)
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