TIDMUTG
RNS Number : 9897Q
Unite Group PLC (The)
24 June 2020
THIS ANNOUNCEMENT, INCLUDING THE APPICES (THE "ANNOUNCEMENT")
AND THE INFORMATION CONTAINED IN THEM, IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
LEI: 213800BBUUWVDH9YI827
For immediate release
24 June 2020
THE UNITE GROUP PLC (THE "COMPANY" OR "UNITE")
PROPOSED PLACING OF NEW ORDINARY SHARES
The Unite Group plc today announces a placing (the "Placing") of
new ordinary shares in the capital of the Company (the "Placing
Shares") to raise gross proceeds of approximately GBP300
million.
The Placing will enable Unite to continue to invest in its
market-leading platform and drive future earnings growth. The
Company intends to use the net proceeds of the Placing (the "Net
Proceeds") to commit to new schemes under offer and capitalise on
new University partnership and development opportunities in key
cities to enhance future returns.
The Placing is being conducted through an accelerated bookbuild
(the "Bookbuild") which will be launched immediately following the
release of this Announcement by J.P. Morgan Securities plc, which
conducts its UK investment banking activities as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove") and Numis Securities Limited
("Numis", and together with J.P. Morgan Cazenove, the "Banks") who
are acting as joint bookrunners in connection with the Placing.
Highlights
-- Proposed Placing to raise gross proceeds of approximately GBP 300 million
-- Unite is the UK's leading provider of purpose built student
accommodation with a highly respected brand and reputation. First
student accommodation provider to be Covid-19 Secure accredited by
the British Safety Council
-- The Placing will enable Unite to continue to invest in its
market-leading platform to drive future earnings growth, and emerge
post-Covid-19 as a stronger business
-- The Net Proceeds will be used to:
o Grow the development pipeline by targeting three new schemes
which are currently under offer for a total development cost of
approximately GBP250 million
o Capitalise on new University partnership and development
opportunities in key cities, reflecting financial and operational
constraints on Universities and market dislocation
-- The Placing and repayment of secured debt will be immediately
accretive to total accounting returns and earnings neutral, with
earnings accretion as new development opportunities are
delivered
-- Unite has growing visibility over its income for the 2020/21
academic year, reflecting its nomination agreements and the
strength of its University relationships
o 97% of Universities plan to provide in-person teaching in the
Autumn term of 2020/21
o Reservations for the 2020/21 academic year currently at 80%,
of which half underpinned by contracted nomination agreements
-- Increased opportunities for University partnerships,
capitalising on Unite's enhanced reputation with Universities
following its response to Covid-19
-- Strong demand outlook for UK Higher Education sector from
2021/22 onwards, supporting Unite's rental growth prospects
o Domestic demand supported by significant demographic growth
and rising participation rates
o Supportive Government policy towards international
students
-- Unite will maintain its disciplined approach to its balance
sheet with a LTV target of 35% over the medium-term
-- In conjunction with the Placing, certain directors of the
Company intend to subscribe (the "Subscription") for new ordinary
shares in the capital of the Company (the "Subscription Shares") at
the Placing Price (as defined below) representing approximately
GBP175,000 in aggregate
-- Investors should read this Announcement in conjunction with
Unite's trading update released today
Richard Smith, Chief Executive Officer of Unite, commented:
"This Placing will enable us to continue to invest in our
market-leading platform and accelerate growth opportunities. In
addition, our decisive actions during the lockdown period have
enhanced our reputation with Universities - we were the first PBSA
provider to forgo summer term rents - and we expect this to create
new partnership opportunities."
"Universities will be open for business this Autumn, supporting
an encouraging outlook for student demand for 2020/21. We know that
students hugely value the contact time they receive at University
as well as the life experience it provides. We see continued
structural demand for higher education, driven by our expectations
for a significant recovery in international student numbers, a
return to demographic growth of 18-year olds, and underpinned by a
return to the full campus experience. Our high-quality, value for
money offer is also an attractive alternative for many of the c.
855,000 UK students who live in traditional shared houses and we
are well-positioned to gain market share in this area."
Background to the Placing
There is an encouraging outlook for the 2020/21 academic year
with Universities set to be open for business this Autumn.
According to a recent Universities UK survey, 97% of Universities
plan to provide face-to-face teaching this Autumn and campuses will
be open, offering a range of social opportunities and student
support. Moreover, the Government support package announced in May
brings forward GBP2.7 billion in tuition fee payments and research
funding to ensure the viability of all Universities.
UK student demand is expected to be robust, reflecting the clear
desire of young people to attend University, weaker employment
prospects and fewer gap year opportunities for school leavers. The
Company has growing visibility over 2020/21 income through 80% of
beds either contracted or reserved. The Company is targeting
occupancy of 90% for 2020/21, supported by nomination agreements
expected on over 50% of beds.
Moving forward, the Company expects strong student demand in
2021/22 bolstered by a return to a full campus experience and a
significant recovery in international student numbers as well as a
return to growth in the 18-year old population.
The Company is anticipating a continued flight to quality by
students with government policy expected to focus on the quality
and value of courses, favoring high and mid-ranked Universities.
Through its strategic alignment to high and mid-ranked
Universities, who account for 88% of its income, the Company is
well positioned for anticipated growth in student numbers over the
next decade. The Company has confidence in the rental growth
outlook for its portfolio, reflecting the value-for-money offered
by its high quality, affordable accommodation and a growing
opportunity to capture market share from the 855,000 student beds
in Houses of Multiple Occupancy (HMOs).
The Company has a secured development pipeline of 5,191 beds to
deliver by 2024 for a total development cost of GBP681 million at a
6.8% yield on cost. The Net Proceeds will allow the Company to
pursue three additional schemes in central London and prime
provincial cities for 2023/2024 delivery at a total development
cost of approximately GBP250 million. They consist of two
developments and one forward funded acquisition, which are
currently under offer at yields on cost 50-75bps above pre-Covid-19
levels. The Company is targeting enhanced returns on new
developments with yields on cost of 7.5% in London and 8.5% in
provincial markets and 100 basis points lower for University
partnerships. This reflects the Company's expectations for
reductions in land and construction prices.
The Company has a growing pipeline of potential new University
partnerships, reflecting growing appetite for partnerships with
leading PBSA operators due to the financial and operational
pressures faced by Universities. A wide range of transaction
structures are being considered, including longer nomination
agreements. Furthermore, the Company sees new opportunities for
forward funded acquisitions given funding pressures being faced by
regional developers.
Use of Proceeds
The Placing will enable the Company to continue to invest in its
market-leading platform and to drive future earnings growth, and
emerge post-Covid-19 crisis in a stronger position.
The Net Proceeds will be used to:
-- Commit to new schemes currently under offer and appraisal
o Three schemes under offer for a total development cost of
approximately GBP 250 million in Central London and prime
provincial markets for 2023/24 delivery
-- Capitalise on new University partnership and development opportunities
o Expect financial and operational constraints on Universities
and goodwill from the Company's recent actions to create new
partnership opportunities
o Market dislocation creating opportunities in key cities
Financial impact
The Company has a robust balance sheet and liquidity position
with GBP253 million of unrestricted cash at 22 June 2020 as well as
credit approval for a GBP100 million extension of the unsecured
Group debt facility.
The Company intends to repay approximately GBP207 million of
Group secured debt at a blended coupon of 4.8%, as well as
incurring swap breakage costs of GBP27 million. This will result in
approximately GBP7 million of annual interest savings and an
improved capital structure. Following the repayment of the secured
debt, the earliest Group debt maturity will be November 2022. On a
pro forma basis following the Placing, the Group's LTV will reduce
to 32%, with its medium-term target unchanged at 35%.
The Placing and repayment of secured debt will be immediately
accretive to total accounting returns and earnings neutral, with
earnings accretion as new development opportunities are
delivered.
Details of the Placing
J.P. Morgan Cazenove and Numis will commence the Bookbuild
immediately following the release of this Announcement with respect
to the Placing and may close at any time thereafter. The price at
which the Placing Shares are to be placed (the "Placing Price")
will be determined at the close of the Bookbuild by agreement
between the Company and the Banks. The timing of the closing of the
Bookbuild, the Placing Price and the number of Placing Shares to be
placed and the number of Subscription Shares to be subscribed at
the Placing Price will be agreed between the Banks and the Company
following completion of the Bookbuild and will then be announced as
soon as practicable on a Regulatory Information Service (the
"Pricing Announcement").
The Banks have today entered into an agreement with Unite (the
"Placing Agreement") under which, subject to the conditions set out
therein, the Banks as agent for and on behalf of the Company have
agreed to use their respective reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. The
Placing is subject to the terms and conditions set out in Appendix
1 to this Announcement. The Subscription Shares will be subscribed
for at the Placing Price and on the basis agreed pursuant to
subscription letters with the Company, rather than pursuant to the
Terms and Conditions of the Placing. Members of the public are not
entitled to participate in the Placing or the Subscription.
A description of certain relevant aspects of the Placing
Agreement can be found in the Terms and Conditions contained in the
Appendix to this Announcement under the headings "Details of the
Placing Agreement and of the Placing Shares", "Conditions of the
Placing", "Termination of the Placing Agreement" and "Restrictions
on further issues of securities". The Placing will be made on a
non-pre-emptive basis. The Company will rely on the allotment and
disapplication of pre-emption rights authorities granted by
shareholders to the Company at its
annual general meeting held on 7 May 2020 .
Prior to launch of the Placing, the Company consulted with a
significant number of its shareholders to gauge their feedback as
to the terms of the Placing. Feedback from this consultation was
supportive and as a result the Board has concluded that the Placing
is in the best interests of shareholders and wider stakeholders and
will promote the long term success of the Company and has chosen to
proceed with the Placing. The Placing is being structured as a
Bookbuild to minimise execution and market risk. The Board intends
to apply the principles of pre-emption when allocating Placing
Shares to those shareholders that participate in the Placing.
Application will be made for the Placing Shares and the
Subscription Shares to be admitted to listing on the premium
listing segment of the Official List of the Financial Conduct
Authority (the "FCA") (the "Official List") and to be admitted to
trading on the main market for listed securities of the London
Stock Exchange plc (the "London Stock Exchange") (together,
"Admission"). Subject to Admission becoming effective, it is
expected that settlement of subscriptions in respect of the Placing
Shares and trading in the Placing Shares and the Subscription
Shares will commence at 8:00 a.m. (London time) on 29 June
2020.
The Placing is conditional upon, inter alia, Admission becoming
effective not later than 8:00 a.m. (London time) on 29 June 2020
(or such later time and/or date, being not later than 8:00 a.m.
(London time) on 6 July 2020, as J.P. Morgan Cazenove and Numis may
jointly agree with the Company) and the Placing Agreement not being
terminated in accordance with its terms before that time.
The above proposed dates and times may be subject to change at
the discretion of the Company, J.P. Morgan Cazenove and Numis.
The Placing Shares and the Subscription Shares will, when
issued, be credited as fully paid and rank pari passu with the
existing Ordinary Shares in the capital of the Company including
the right to receive all future dividends and distributions
declared, made or paid.
The Company has undertaken to the Banks that, between the date
of this Announcement and 180 calendar days after the date of
Admission, it will not, directly or indirectly, issue or allot
Ordinary Shares, subject to customary exceptions or waiver by the
Banks.
Appendix 1 to this Announcement (which forms part of the
Announcement) sets out the Terms and Conditions of the Placing. By
choosing to participate in the Placing and by making an oral or
written offer to acquire Placing Shares, investors will be deemed
to have read and understood this Announcement in its entirety
(including the Appendices) and to be making a legally binding offer
on the terms and subject to the terms and conditions in it, and to
be providing the representations, warranties and acknowledgements
contained in Appendix 1.
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
Michael Burt, Director of Strategy & Investor
Relations +44 (0) 117 302 7005
J.P. Morgan Cazenove (Joint Bookrunner)
Robert Constant
Bronson Albery
Barry Meyers
Paul Hewlett +44 (0) 20 7742 4000
Numis (Joint Bookrunner)
Heraclis Economides
Ben Stoop
Oliver Hardy +44 (0) 20 7260 1000
Powerscourt (PR Adviser)
Justin Griffiths
Victoria Heslop +44 (0) 20 7250 1446
IMPORTANT NOTICES
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. Unless otherwise
stated, defined terms in this Announcement have the meanings
ascribed to them in Appendix 2.
No action has been taken by the Company, the Banks or any of
their respective Affiliates or any person acting on its or their
behalf that would permit an offer of the Placing Shares or
Subscription Shares in any jurisdiction or result in the possession
or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares or Subscription
Shares in any jurisdiction where action for that purpose is
required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this Announcement
comes are required by the Company and the Banks to inform
themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
document is required (in accordance with Prospectus Regulation (EU)
2017/1129 (the "Prospectus Regulation")) to be published. Persons
needing advice should consult a qualified independent legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED 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 (EACH A "RESTRICTED TERRITORY").
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
This 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, Canada, Australia, the Republic of South Africa or Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares or the Subscription Shares is
being made in any such jurisdiction.
This Announcement is for information purposes only and is
directed only at persons whose ordinary activities involve them in
acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investments and are:
(a) if in a member state of the European Economic Area (the "EEA"),
qualified investors within the meaning of article 2(e) of the
Prospectus Regulation ("Qualified Investors"); or (b) if in the UK,
Qualified Investors who are (i) persons who fall within the
definition of "investment professional" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), or (ii) persons who fall within
article 49(2)(a) to (d) of the Order, or (c) persons to whom it may
otherwise be lawfully communicated (all such persons referred to in
(a), (b) and (c) above together being referred to as "Relevant
Persons"). Any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons. This Announcement must
not be acted on or relied on by persons who are not Relevant
Persons.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws of any
state or other jurisdiction of the United States, and may not be
offered or sold directly or indirectly in or into the United States
absent registration under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with the securities laws of any state or any other jurisdiction of
the United States. The Placing Shares are being offered and sold by
the Company (a) outside the United States in offshore transactions
as defined in, and pursuant to, Regulation S under the Securities
Act ("Regulation S"), or (b) in the United States only to persons
reasonably believed to be "qualified institutional buyers" (as
defined in Rule 144A of the Securities Act) ("QIBs") in
transactions not involving any "public offering" within the meaning
of Section 4(a)(2) of the Securities Act pursuant to a transaction
exempt from the registration requirements of the Securities Act
and/or pursuant to another exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
The Subscription Shares are being offered and sold by the Company
only outside the United States in offshore transactions as defined
in, and pursuant to, Regulation S.
A potential Placee and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are
subscribed for will be, (i) outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S; or (ii) (a) a QIB
and (b) subscribing for the Placing Shares pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements under the 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.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the Placing Shares and the Placing Shares have not been, nor
will they be, registered under or offering in compliance with the
securities laws of any state, province or territory of Australia,
Canada, the Republic of South Africa or Japan. 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,
the Republic of South Africa, or Japan or any other jurisdiction in
which such activities would be unlawful.
For the attention of residents of Australia. This Announcement
is not a prospectus or product disclosure statement or otherwise a
disclosure document for the purposes of Chapter 6D or Part 7.9 of
the Australian Corporations Act 2001 (Cth) ("Corporations Act") and
does not constitute an offer, or an invitation to purchase or
subscribe for the Placing Shares offered by this Announcement
except to the extent that such an offer or invitation would be
permitted under Chapter 6D or Part 7.9 of the Corporations Act
without the need for a lodged prospectus or product disclosure
statement. In addition, for a period of 12 months from the date of
issue of the Placing Shares, no transfer of any interest in the
Placing Shares may be made to any person in Australia except to
"sophisticated investors" or "professional investors" within the
meaning of sections 708(8) and (11) of the Corporations Act or
otherwise in accordance with section 707(3) of the Corporations
Act.
For the attention of persons located or resident in Canada. The
Placing Shares have not been qualified for distribution by
prospectus under the securities laws of any province or territory
of Canada and may only be sold to purchasers who qualify as both an
"accredited investor" and as a "permitted client" under applicable
Canadian securities laws that have executed and delivered, or will
execute and deliver, a Canadian Investor Letter and satisfy the
eligibility requirements set forth therein.
By participating in the Bookbuild and the Placing, each person
who is invited to and who chooses to participate in the Placing
(each a "Placee") by making an oral or written and legally binding
offer to subscribe for Placing Shares will be deemed (i) to have
read and understood this Announcement in its entirety, (ii) to be
participating, making an offer and subscribing for Placing Shares
on the Terms and Conditions contained in Appendix 1 to this
Announcement and (iii) to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, cashflows, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
and (ii) business and management strategies and the expansion and
growth of the Company's operations. Such forward-looking statements
involve risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions, some of
which are outside of the Company's influence and/or control. Many
factors could cause actual results, performance or achievements to
differ materially from those projected or implied in any
forward-looking statements. The important factors that could cause
the Company's actual results, performance or achievements to differ
materially from those in the forward-looking statements include,
among others, economic and business cycles, the terms and
conditions of the Company's financing arrangements, foreign
currency rate fluctuations, competition in the Company's principal
markets, acquisitions or disposals of businesses or assets, the
national and international impact of the Covid-19 pandemic, changes
in government and other regulation, including in relation to the
environment, travel, health and safety and taxation, labour
relations and work stoppages, changes in political and economic
stability and trends in the Company's principal industries. Due to
such uncertainties and risks, you are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date hereof. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements
in this Announcement may not occur. No statement in this
Announcement is intended to be a profit estimate or profit
forecast. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The
Company, its directors, the Banks and their respective Affiliates
and any person acting on its or their behalf each expressly
disclaim any obligation or undertaking to update or revise publicly
any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required to do so
by applicable law or regulation, the Listing Rules made by the
Financial Conduct Authority (the "FCA") (the "Listing Rules") under
the Financial Services and Markets Act 2000 (as amended) ("FSMA"),
the Market Abuse Regulation (EU) No.596/2014 ("MAR"), the
Disclosure Guidance and Transparency Rules made by the FCA under
FSMA (the "DTRs"), the rules of the London Stock Exchange plc (the
"London Stock Exchange") or the FCA.
J.P. Morgan is authorised by the Prudential Regulatory Authority
(the "PRA") and regulated in the United Kingdom by the PRA and the
FCA. Numis is authorised and regulated in the United Kingdom by the
FCA. Each of the Banks is acting exclusively for the Company and no
one else in connection with the Placing, the content of this
Announcement and other matters described in this Announcement. Each
of the Banks will not regard any other person as their respective
clients in relation to the Placing, the content of this
Announcement and other matters described in this Announcement and
will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to their
respective clients or for providing advice to any other person in
relation to the Placing, the content of this Announcement or any
other matters referred to in this Announcement. The Banks are not
acting for the Company with respect to the Subscription and will
have no responsibilities, duties or liabilities, whether direct or
indirect, whether arising in tort, contract or otherwise in
connection with the Subscription or to any person in connection
with the Subscription.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by either
of the Banks or by any of their respective Affiliates or any person
acting on its or their behalf 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 does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing or Subscription. 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 cannot be relied upon as a 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.
Any indication in this Announcement of the price at which
securities (including the Ordinary Shares) have been bought or sold
in the past cannot be relied upon as a guide to future performance.
No statement in this Announcement is intended as a profit forecast
or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or
income, cash flow from operations or free cash flow for the
Company, as appropriate, for the current or future years would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
In connection with the Placing, each of the Banks, any of their
respective Affiliates and/or any person acting on its or their
behalf, may take up a portion of the Placing Shares in the Placing
in a principal position and in that capacity may retain, purchase
or sell for its own account such shares and other securities of the
Company or related investments and may offer or sell such shares,
securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to
Placing Shares being issued, offered or placed should be read as
including any issue, offering or placement of such shares in the
Company to the Banks or any of their respective Affiliates or any
person acting on its or their behalf acting in such capacity. In
addition, either of the Banks, their respective Affiliates and/or
any person acting on its or their behalf may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which either of the
Banks or any of their respective Affiliates or any person acting on
its or their behalf may from time to time acquire, hold or dispose
of such securities of the Company, including the Placing Shares.
Furthermore, in the event that the Banks acquire Placing Shares in
the Placing, they may co-ordinate disposals of such shares in
accordance with applicable law and regulation. Neither of the
Banks, any of their respective Affiliates nor any person acting on
its or their behalf intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so.
The Banks, their respective Affiliates and/or any person acting
on its or their behalf may have engaged in transactions with, and
provided various commercial banking, investment banking, financial
advisory transactions and services in the ordinary course of their
business to the Company and/or its Affiliates for which it would
have received customary fees and commissions. The Banks, their
respective Affiliates and/or any person acting on its or their
behalf may provide such services to the Company and/or its
Affiliates in the future.
The Placing Shares to be issued or sold pursuant to the Placing
and the Subscription Shares to be issued under the Subscription
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
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 Banks 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.
Appendix 1 - Terms and Conditions of the Placing for invited
placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY TO RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR
SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT, OR UNDER THE SECURITIES LAWS OF, OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING IS BEING MADE (A)
OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN
AND PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AND (B) IN
THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE
"QUALIFIED INSTITUTIONAL BUYERS" IN TRANSACTIONS NOT INVOLVING ANY
"PUBLIC OFFERING" WITHIN THE MEANING OF SECTION 4(A)(2) OF THE
SECURITIES ACT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND/OR PURSUANT TO ANOTHER
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING
OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE
UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY
OR ELSEWHERE.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States or any Restricted Territory or in any
jurisdiction where such offer or solicitation is unlawful.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in any Restricted Territory. The distribution of this
Announcement and the Placing and/or the offer or sale of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, the Banks nor any of its
or their respective Affiliates nor any person acting on its or
their behalf which would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company and the Banks to inform themselves about, and to observe,
any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the FSMA does not apply.
The Placing has not been approved and will not be approved,
disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission or any other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this Announcement. Any representation
to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by either
of the Banks or any of their respective Affiliates or any person
acting on its or their behalf as to or in relation to, the accuracy
or completeness of this Announcement or any other written or oral
information made available to or publicly available to any party or
its advisers, and any liability therefore is expressly
disclaimed.
None of the Company, the Banks nor any of their respective
Affiliates nor any person acting on its or their behalf makes any
representation or warranty, express or implied to any Placees
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
subscribe for Placing Shares has been given will (i) be deemed to
have read and understood this Announcement, in its entirety; and
(ii) be making such offer and subscribing for Placing Shares on the
Terms and Conditions contained in this Appendix, including being
deemed to be providing (and shall only be permitted to participate
in the Placing on the basis that they have provided) the
representations, warranties, acknowledgements and undertakings set
out herein.
In particular each such Placee represents, warrants and
acknowledges that:
(a) it is a Relevant Person and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business;
(b) it is and, at the time the Placing Shares are subscribed
for, will be, (i) outside the United States and subscribing for the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S; or (ii) (a) a QIB that has executed
and delivered, or will execute and deliver, a US Investor Letter,
and (b) subscribing for the Placing Shares pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements under the Securities Act, acknowledging that the
Placing Shares have not been, and will not be, registered under the
Securities Act or with any state or other jurisdiction of the
United States; if subscribing for the Placing Shares for the
account of one or more other persons, it has full power and
authority to make the representations, warranties, agreements and
acknowledgements herein on behalf of each such account; and
(c) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
any 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 circumstances which may give rise to an offer of
securities to the public other than an offer or resale in a member
state of the EEA to Qualified Investors or in the United Kingdom to
Relevant Persons, or in circumstances in which the prior consent of
the Banks has been given to each such proposed offer or resale.
Defined terms used in this Appendix 1 are set out in Appendix
2.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
Bookbuild
Following this Announcement, the Banks will commence the
Bookbuild to determine demand for participation in the Placing by
Placees. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. The book will open with immediate
effect. Members of the public are not entitled to participate in
the Placing. This Appendix gives details of the Terms and
Conditions of, and the mechanics of participation in, the
Placing.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as joint bookrunners in connection with the
Placing. The Banks have today entered into an agreement with the
Company (the "Placing Agreement") under which, subject to the terms
and conditions set out therein, each of the Banks as agent for and
on behalf of the Company, has agreed to use its respective
reasonable endeavours to procure Placees for the Placing Shares at
a price determined following completion of the Bookbuild (the
"Placing Price"), and, subject to agreement with the Company as to
the number of Placing Shares to be placed with the Placees and the
Placing Price, to the extent that such Placees fail to pay for any
of the Placing Shares allocated to them, to acquire those Placing
Shares for which such Placees fail to pay for.
The Placing Price and the final number of Placing Shares will be
decided at the close of the Bookbuild following the execution of an
agreement between the Company and the Banks recording the final
details of the Placing (the "Pricing Agreement"). The timing of the
closing of the book, pricing and allocations are at the discretion
of the Company and the Banks. Details of the Placing Price and the
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuild.
The total number of shares to be issued pursuant to the Placing
shall not exceed 36,359,560 Ordinary Shares, representing
approximately 10.00% of the Company's existing issued Ordinary
Share capital.
The Placing Shares will, when issued, be credited as fully paid
and will rank, pari passu, in all respects with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the
Ordinary Shares after the date of issue. The Placing Shares will be
issued free of any encumbrances, liens or other security
interests.
Application for admission to trading
It is expected that Admission of the Placing Shares will become
effective at 8:00 a.m. (London time) on 29 June 2020 (or such later
date as may be agreed between the Company and the Banks but being
no later than 8:00 a.m. (London time) on 6 July 2020).
Participation in, and principal terms of, the Placing
1. The Banks are acting as joint bookrunners on the Placing and
as agents of the Company, in each case severally, and not jointly
nor jointly and severally. Participation in the Placing will only
be available to persons who may lawfully be, and are, invited to
participate by either of the Banks. Each of the Banks and their
respective Affiliates and any person acting on their behalf, are
entitled to enter bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Banks 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 Banks and the
Company following completion of the Bookbuild. The Placing Price
and the number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
3. To participate in the Bookbuild, Placees should communicate
their bid by telephone or in writing to their usual sales contact
at one of the Banks. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the
Placing Price which is ultimately established by the Company and
the Banks or at prices up to a price limit specified in its bid.
Bids may be scaled down by the Banks on the basis referred to in
paragraph 6 6 below. Each of the Banks reserves the right not to
accept bids or to accept bids in part rather than in whole.
4. The Bookbuild is expected to close no later than 6:00 a.m.
(London time) on 25 June 2020 but may be closed earlier or later,
at the discretion of the Banks and the Company. The Banks may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed.
5. Each Placee's allocation will be agreed between the Banks and
the Company and will be confirmed to Placees orally or in writing
by the relevant Bank, acting as agent of the Company, following the
close of the Bookbuild, and an electronic contract note/trade
confirmation will be dispatched as soon as possible thereafter.
Subject to paragraph 9 below, the relevant Bank's oral or written
confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee) in favour of such Bank and the Company, under which such
Placee agrees to subscribe for the number of Placing Shares
allocated to it and to pay the relevant Placing Price for each such
Placing Share on the Terms and Conditions set out in this Appendix
and in accordance with the Company's articles of association.
6. Subject to paragraphs 2 and 3 above, the Banks will, in
effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares and may
scale down any bids for this purpose on such basis as it may
determine. The Banks may also, notwithstanding paragraphs 3 and 4
above (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The acceptance of offers
shall be at the absolute discretion of the Banks, subject to
agreement with the Company. If within a reasonable time after a
request for verification of identity, the Banks have not received
such satisfactory evidence, the Banks may, in their absolute
discretion, terminate the Placee's Placing participation in which
case all funds delivered by the Placee to the Banks will be
returned without interest to the account of the drawee bank or
CREST account from which they were originally debited.
7. The Placing Shares are being offered and sold by the Company
(a) outside the United States in "offshore transactions" as defined
in, and pursuant to, Regulation S under the Securities Act; and (b)
in the United States only to persons reasonably believed to be QIBs
in transactions not involving any "public offering" within the
meaning of Section 4(a)(2) of the Securities Act pursuant to an
exemption from the registration requirements of the Securities Act,
and/or pursuant to another exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. A
potential Placee 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 pursuant to, Regulation S under the Securities Act;
or (ii) (a) a QIB that has executed and delivered, or will execute
and deliver, a US Investor Letter, and (b) subscribing for the
Placing Shares pursuant to an exemption from, or in a transaction
not subject to, the registration requirements under the Securities
Act, acknowledging that the Placing Shares have not been, and will
not be, registered under the Securities Act or with any state or
other jurisdiction of the United States. With respect to (ii)
above, it is subscribing for the Placing Shares for its own account
or for one or more accounts as to each of which it exercises sole
investment discretion and each of which is a QIB, 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
representations, warranties, indemnities, acknowledgements,
agreements and undertakings in this Announcement on behalf of each
such account.
8. Each potential Placee located or resident in Canada must
qualify as both an "accredited investor" and a "permitted client"
under applicable Canadian securities laws that has either executed
and delivered, or will execute and deliver, a Canadian Investor
Letter and satisfy the eligibility requirements set forth
therein.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Bank's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bank, 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 that such Placee has
agreed to subscribe for. Each Placee's obligations will be owed to
the relevant Bank. The Company shall allot such Placing Shares to
each Placee following each Placee's payment to the relevant Bank of
such amount.
10. Except as required by law or regulation, no press release or
other announcement will be made by either of the Banks 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.
11. 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".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
13. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Bank.
14. To the fullest extent permissible by law, neither of the
Banks nor any of their respective Affiliates nor any person acting
on its or their behalf shall have any responsibility or liability
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither of the Banks nor any
of their respective Affiliates nor any person acting on its or
their behalf shall have any responsibility or liability (including
to the fullest extent permissible by law, any fiduciary duties) in
respect of the Banks' conduct of the Bookbuild or of such
alternative method of effecting the Placing as the Banks and the
Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Banks' obligations under the Placing Agreement are
conditional on certain conditions, including (but not limited
to):
1. the Pricing Agreement having been executed by the Company and the Banks;
2. the release by the Company of the Pricing Announcement;
3. the Company having allotted the Placing Shares to the
Placees, prior to and conditional only on Admission;
4. each of the warranties on the part of the Company in the
Placing Agreement not being untrue, inaccurate or misleading (i) as
at the date of the Placing Agreement; (ii) as at the time the
Pricing Agreement is executed (if different from the date of this
Announcement); and (iii) immediately prior to Admission, in each
case by reference to the facts and circumstances then
subsisting;
5. the Company having complied with all of its obligations under the Placing Agreement;
6. there not having occurred a material adverse change in
relation to the Company and its subsidiaries (the "Group") at any
time prior to Admission; and
7. Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on 29 June 2020, or such later time and/or date
as the Company and the Banks may agree in writing.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, is not fulfilled or
(where applicable) waived by the Banks by the relevant time or date
specified (or such later time or date as the Company and the Banks
may agree, being not later than 8:00 a.m. (London time) on 6 July
2020); or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
The Banks may, at their discretion and upon such terms as they
think fit, extend the time for the satisfaction of any condition or
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 (other than those conditions described in points
2, 3, 7 and certain other conditions, which may not be waived under
the terms of the Placing Agreement). Any such extension or waiver
will not affect Placees' commitments as set out in this
Announcement.
Neither of the Banks nor their respective Affiliates nor any
person acting on its or their behalf shall have any liability or
responsibility to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision it
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 it 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 Banks.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
The Banks are entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if: (i) there has
been a breach by the Company of any of the warranties or any
failure by the Company to perform any of its obligations contained
in the Placing Agreement; (ii) there has been a material adverse
change in relation to the Group; (iii) there is a cancellation or
suspension by the FCA or the London Stock Exchange of trading in
the Company's securities; or (iv) upon the occurrence of certain
force majeure events.
If circumstances arise that would allow the Banks to terminate
the Placing Agreement, they may nevertheless determine to allow
Admission to proceed. By participating in the Placing, each Placee
agrees that its rights and obligations terminate only in the
circumstances described above and under "Conditions of the Placing"
above and will not be capable of rescission or termination by it
after oral or written confirmation by the Banks following the close
of the Bookbuild.
By participating in the Placing, Placees agree that the exercise
or non-exercise by each Bank of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Banks or for agreement between the Company and
the Banks (as the case may be) and that neither the Company nor the
Banks need make any reference to, or consultation with, Placees and
that neither they nor any of their respective Affiliates nor any
person acting on its or their behalf shall have any liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or
admission document has been or will be prepared or submitted to be
approved by the FCA (or any other authority) in relation to the
Placing, and Placees' commitments will be made solely on the basis
of publicly available information taken together with the
information contained in this Announcement, and any Exchange
Information (as defined below) previously published by or on behalf
of the Company simultaneously with or prior to the date of this
Announcement and subject to the further terms set forth in the
electronic contract note/trade confirmation to be provided to
individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms to the Banks and the
Company that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company (other than publicly available information),
the Banks or their respective Affiliates or any person acting on
its or their behalf. None of the Company, the Banks, any of their
respective Affiliates or any person acting on its or their behalf
will be liable for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement which the Placees may have obtained or received
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). By participating in the Placing, each Placee acknowledges
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude or limit the liability of any person for fraud or
fraudulent misrepresentation by that person.
Restriction on further issue of securities
The Company has undertaken to the Banks that, between the date
of the Placing Agreement and 180 calendar days after (but
including) the date of Admission, it will not, without the prior
written consent of the Banks, directly or indirectly issue or allot
Ordinary Shares, subject to customary exceptions and waiver by the
Banks.
By participating in the Placing, Placees agree that the exercise
by the Banks of any power to grant consent to waive the
aforementioned undertaking by the Company shall be within the
absolute discretion of the Banks and that they need not make any
reference to, or consultation with, Placees and that they shall
have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB0006928617) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Banks and the Company reserve
the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if
delivery or settlement is not possible or practicable in CREST
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent an
electronic contract note/trade confirmation in accordance with the
standing arrangements in place with the relevant Bank stating the
number of Placing Shares to be allocated to it at the Placing
Price, the aggregate amount owed by such Placee to the relevant
Bank and settlement instructions. It is expected that such
electronic contract note/trade confirmation will be despatched on
or around 25 June 2020 and that this will also be the trade
date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Bank. 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 Banks may agree that the Placing Shares will be issued in
certificated form.
The Company will deliver the Placing Shares to J.P. Morgan
(CREST account: 784, Member Account ID: PRIMPLAC) as agent for the
Company. The Placing Shares will be credited to J.P. Morgan CREST
account by way of a Registrar Adjustment and therefore J.P. Morgan
will not be required to enter any form of receipt instruction into
CREST. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement will be on 29 June 2020 on a T+2
basis in accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest,
fines or penalties) imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the
Banks all such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which the
Banks lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the electronic
contract note/trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject to as provided below, be so
registered free from any liability to UK stamp duty or UK stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax or other similar taxes (and/or
any interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither the
Banks nor the Company shall be responsible for the payment of such
amounts.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (for itself and for any
such prospective Placee) with the Banks (in their capacity as joint
bookrunners, as agents of the Company in respect of the Placing and
as underwriters of the Placing Shares) and the Company, in each
case as a fundamental term of its application for Placing Shares,
that:
1. it has read and understood this Announcement, in its entirety
and that its participation in the Bookbuild and the Placing and its
subscription for and purchase of Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to
redistribute or duplicate this Announcement and that it has not
relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Bookbuild, the Placing,
the Company, the Placing Shares or otherwise;
2. no offering document, prospectus, offering memorandum or
admission document has been or will be prepared in connection with
the Placing or is required under the Prospectus Regulation and it
has not received and will not receive an offering document,
prospectus, offering memorandum or admission document in connection
with the Bookbuild, the Placing, the Company, Admission, the
Placing Shares or otherwise;
3. the Ordinary Shares are listed on the Official List of the
FCA and are admitted to trading on the main market of the London
Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance
with MAR and the rules and practices of the London Stock Exchange
and/or the FCA (collectively, the "Exchange Information"), which
includes the Trading Update and a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account, and similar statements for preceding
financial years and that it has reviewed such Exchange Information
and that it is able to obtain or access such Exchange
Information;
4. neither of the Banks, nor the Company nor any of their
respective Affiliates nor any person acting on its or their behalf
has provided, and none of them will provide, it with any material
or information regarding the Placing Shares, the Bookbuild, the
Placing or the Company or any other person other than this
Announcement and the Trading Update, such information being all
that it deems necessary to make any investment decision in respect
of the Placing Shares, nor has it requested either of the Banks,
the Company, or any of their respective Affiliates or any person
acting on its or their behalf to provide it with any such material
or information;
5. unless otherwise specifically agreed with the Banks, that
they are not, and at the time the Placing Shares are subscribed
for, neither it nor the beneficial owner of the Placing Shares will
be, a resident of a Restricted Territory or any other jurisdiction
in which it would be unlawful to make or accept an offer to
subscribe for the Placing Shares; and further acknowledges that the
Placing Shares have not been and will not be registered or
otherwise qualified, for offer and sale nor will an offering
document, prospectus, offering memorandum or admission document be
cleared or approved in respect of any of the Placing Shares under
the securities legislation of the United States, the United Kingdom
or any other Restricted Territory and, subject to certain
exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, in or into those jurisdictions
or in any country or jurisdiction where any such action for that
purpose is required;
6. the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Banks nor any
of their respective Affiliates nor any person acting on its or
their behalf has or shall have any responsibility or liability for
any information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company or otherwise;
7. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
the Placing Shares is contained in this Announcement and any
Exchange Information, that it received and reviewed all information
that it believes is necessary or appropriate to make an investment
decision in respect of the Placing Shares, and that it has neither
received nor relied on any other information given or
investigations, representations, warranties or statements made by
the Banks or the Company and neither of the Banks, the Company nor
any of their respective Affiliates nor any person acting on its or
their behalf will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied solely on its
own investigation, examination and due diligence of the business,
financial or other position of the Company in deciding to
participate in the Placing and that neither of the Banks nor any of
their Affiliates nor any person acting on its or their behalf have
made any representations to it, express or implied, with respect to
the Company, the Bookbuild, the Placing and the Placing Shares or
the accuracy, completeness or adequacy of the Exchange Information,
and each of them expressly disclaims any liability in respect
thereof;
8. it has not relied on any information relating to the Company
contained in any research reports prepared by either of the Banks
or their respective Affiliates or any person acting on its or their
behalf and understands that (i) neither of the Banks nor any of
their respective Affiliates nor any person acting on its or their
behalf has or shall have any liability for public information or
any representation; (ii) neither of the Banks nor any of their
respective Affiliates nor any person acting on its or their behalf
has or shall have any liability for any additional information that
has otherwise been made available to such Placee, whether at the
date of publication, the date of this document or otherwise; and
that (iii) neither of the Banks nor any of their respective
Affiliates nor any person acting on its or their behalf makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
9. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
subscribed for in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
10. it acknowledges that no action has been or will be taken by
the Company, the Banks or their respective Affiliates or any person
acting on its or their behalf 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;
11. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Banks, the Company or any of their
respective Affiliates or any person acting on its or their behalf
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
12. it (and any person acting on its behalf) has all necessary
capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the Placing and to
perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting,
all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement) and will honour such
obligations;
13. it has complied with its obligations under the Criminal
Justice Act 1993, MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001,
the Terrorism Act 2006, the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017
and the Money Laundering Sourcebook of the FCA and any related or
similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (the "Regulations") and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
14. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Banks and the Company for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person);
15. 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 only;
16. it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
17. 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;
18. where it is subscribing for the Placing Shares for one or
more managed accounts, it represents, warrants and undertakes that
it is authorised in writing by each managed account to subscribe
for the Placing Shares for each managed account and it has full
power to make the acknowledgements, representations and agreements
herein on behalf of each such account;
19. if it is a pension fund or investment company, it
represents, warrants and undertakes that its subscription for
Placing Shares is in full compliance with applicable laws and
regulations;
20. if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the Prospectus Regulation, that 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 or the UK other than Relevant Persons, or
in circumstances in which the prior consent of the Banks has been
given to the proposed offer or resale;
21. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to Relevant
Persons or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
22. any offer of Placing Shares may only be directed at persons
in member states of the EEA (including, for these purposes, the
United Kingdom) who are Qualified Investors and represents,
warrants and undertakes that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the EEA prior to
Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
23. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person and agrees
that this Announcement has not been approved by either of the Banks
in their respective 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;
24. it has complied and will comply with all applicable laws
(including without limitation, all relevant provisions of the FSMA
in the UK) with respect to anything done by it in relation to the
Placing Shares;
25. if it has received any inside information (as defined under
MAR) about the Company in advance of the Placing, it has not: (i)
dealt in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii)
disclosed such information to any person except as permitted by the
MAR, prior to the information being made publicly available;
26. (i) it (and any person acting on its behalf) has the funds
available to pay for, and has capacity and authority and is
otherwise entitled to purchase the Placing Shares under the laws of
all relevant jurisdictions which apply to it; (ii) it has paid any
issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action
which will or may result in the Company, the Banks or any of their
respective Affiliates or any person acting on its or their behalf
being in breach of the legal and/or regulatory requirements and/or
any anti-money laundering requirements of any territory in
connection with the Placing; and (iv) that the subscription for and
purchase of the Placing Shares by it or any person acting on its
behalf will be in compliance with applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
27. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the Terms
and Conditions of this Announcement on the due time and date set
out herein against delivery of such Placing Shares to it, failing
which the relevant Placing Shares may be placed with other Placees
or sold as the Banks may in their absolute discretion determine and
without liability to such Placee. It will, however, remain liable
for any shortfall below the net proceeds of such sale and the
placing proceeds of such Placing Shares and may be required to bear
any stamp duty or stamp duty reserve tax or other similar taxes
(together with any interest, fines or penalties) due pursuant to
the terms set out or referred to in this Announcement which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
28. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and
required, to subscribe for, and that the Banks or the Company may
call upon it to subscribe for a lower number of Placing Shares (if
any), but in no event in aggregate more than the aforementioned
maximum;
29. neither of the Banks nor any of their respective Affiliates
nor any person acting on its or their behalf is making any
recommendations to it, or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that
it is not and will not be a client of the Banks and that the Banks
do not have any duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of either of the Banks' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right. In addition, it acknowledges and
agrees that none of the Banks nor their Affiliates are acting for
the Company with respect to the Subscription and will have no
responsibilities, duties or liabilities, whether direct or
indirect, whether arising in tort, contract or otherwise in
connection with the Subscription or to any person in connection
with the Subscription;
30. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither the Company, the Banks nor any of their
respective Affiliates nor any person acting on its or their behalf
will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes (together with any
interest, fines or penalties) resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of
such Placee agrees to indemnify each of the Company, the Banks and
any of their respective Affiliates nor any person acting on its or
their behalf in respect of the same on an after-tax basis on the
basis that the Placing Shares will be allotted to the CREST stock
account of J.P. Morgan who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions with payment for the Placing Shares being
made simultaneously upon receipt of the Placing Shares in the
Placee's stock account on a delivery versus payment basis;
31. these Terms and Conditions and any agreements entered into
by it pursuant to these Terms and Conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Banks or the Company in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
32. each of the Banks, the Company, their respective Affiliates
and any person acting on its or their behalf will rely upon the
truth and accuracy of the representations, warranties, agreements,
undertakings and acknowledgements contained in this Announcement
and which are given to each of the Banks on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises each of the Banks and the Company to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
contained in this Announcement;
33. it will indemnify on an after-tax basis and hold each of the
Banks, the Company and their respective Affiliates and any person
acting on its or their behalf harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix 1 shall survive
after completion of the Placing;
34. it acknowledges that it irrevocably appoints any director or
authorised signatories of the Banks as its agent for the purposes
of executing and delivering to the Company and/or its registrars
any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares agreed to be taken up by
it under the Placing;
35. it acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the electronic contract
note/trade confirmation 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 Banks' conduct of the Placing;
36. in making any decision to subscribe for the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Banks, (iv) it has had sufficient
time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment and has so conducted its own investigation to the extent
it deems necessary to enable it to make an informed and intelligent
decision with respect to making an investment in the Placing
Shares, (v) it is aware and understands that an investment in the
Placing Shares involves a considerable degree of risk and (vi) it
will not look to the Banks or any of their respective Affiliates or
any person acting on its or their behalf for all or part of any
such loss or losses it or they may suffer;
37. it acknowledges and agrees that neither the Company, the
Banks, their respective Affiliates nor any person acting on its or
their behalf owe any fiduciary or other duties to it or any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
38. understands and agrees that it may not rely on any
investigation that either of the Banks or their respective
Affiliates or any person acting on its or their behalf may or may
not have conducted with respect to the Company and its Affiliates
or the Placing and each of the Banks has not made any
representation or warranty to it, express or implied, with respect
to the merits of the Placing, the subscription for or purchase of
the Placing Shares, or as to the condition, financial or otherwise,
of the Company and its Affiliates, or as to any other matter
relating thereto, and nothing herein shall be construed as any
investment or other recommendation to it to subscribe for the
Placing Shares. It acknowledges and agrees that no information has
been prepared by, or is the responsibility of, either of the Banks
or their respective Affiliates or any person acting on its or their
behalf for the purposes of this Placing;
39. it acknowledges and agrees that it will not hold either of
the Banks and/or any of their respective Affiliates or any person
acting on its or their behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Group or information made available
(whether in written or oral form) relating to the Group and that no
such person makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
information or accepts any responsibility for any of such
information;
40. in connection with the Placing, each of the Banks and any of
their respective Affiliates and any person acting on its or their
behalf may take up a portion of the Placing Shares as a principal
position and in that capacity may retain, purchase or sell for its
own account such shares in the Company and any other securities of
the Company or related investments and may offer or sell such
shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in the Company to the Banks or any of their respective
Affiliates or any person acting on its or their behalf, in each
case, acting in such capacity. In addition either of the Banks and
any of their respective Affiliates and any person acting on its or
their behalf may enter into financing arrangements (including
swaps, warrants or contracts for difference) with investors in
connection with which such person(s) may from time to time
subscribe for, hold or dispose of such securities of the Company,
including the Placing Shares. Neither of the Banks nor any of their
respective Affiliates nor any person acting on its or their behalf
intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
41. a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Bank(s);
42. if it is in Australia, it is a "sophisticated investor" or a
"professional investor" within the meaning of sections 708(8) and
(11) of the Corporations Act and it understands and acknowledges
that, for a period of 12 months from the date of this Announcement,
no transfer of any interest in the Placing Shares may be made to
any person in Australia except to "sophisticated investors" or
"professional investors" or otherwise in accordance with section
707(3) of the Corporations Act;
43. it acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
prepared 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 U.S. 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 or Japan 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 or Japan
or in any country or jurisdiction where any action for that purpose
is required;
44. it understands and acknowledges that the Placing Shares are
being offered and sold by the Company (a) outside the United States
in offshore transactions as defined in, and pursuant to, Regulation
S; and (b) in the United States only to persons reasonably believed
to be QIBs in transactions not involving any "public offering"
within the meaning of Section 4(a)(2) of the Securities Act
pursuant to an exemption from the registration requirements of the
Securities Act, and/or pursuant to another exemption from, or in a
transaction not subject to, the registration requirements of 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 pursuant to, Regulation S; or (ii) (a) a QIB that
has executed and delivered, or will execute or deliver, and agrees
to be bound to the terms of, the US Investor Letter, and (b)
subscribing for the Placing Shares pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
under the Securities Act, acknowledging that the
Placing Shares have not been, and will not be, registered under
the Securities Act or with any state or other jurisdiction of the
United States. With respect to (ii) above, a potential Placee 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 representations,
warranties, indemnities, acknowledgements, agreements and
undertakings herein on behalf of each such account;
45. 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 for so long as the Placing Shares are
"restricted securities", it will not deposit such shares in any
unrestricted depositary facility established or maintained by any
depositary bank and it agrees to notify any transferee to whom it
subsequently reoffers, resells, pledges or otherwise transfers the
Placing Shares of the foregoing restrictions on transfer;
46. it will not directly or indirectly offer, reoffer, resell,
transfer, assign, pledge or otherwise dispose of any Placing Shares
except: (a) outside the United States in "offshore transactions"
defined in, and in accordance with, Regulation S; (b) in the United
States to a person that it and any person acting on its behalf
reasonably believes is a QIB who is purchasing for its own account
or for the account of another person who is a QIB pursuant to Rule
144A under the Securities Act (it being understood that all offers
or solicitations in connection with such a transfer are limited to
QIBs and do not involve any means of general solicitation or
general advertising); (c) pursuant to Rule 144 under the Securities
Act (if available); (d) to the Company; or (e) pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, and, if the
Company shall so require, subject to delivery to the Company of an
opinion of counsel (and such other evidence as the Company may
reasonably require) that such transfer or sale is in compliance
with the Securities Act, in each case in accordance with any
applicable securities laws of any state or other jurisdiction of
the United States; and that that it will notify any transferee to
whom it subsequently reoffers, resells, pledges or otherwise
transfers the Placing Shares of the foregoing restrictions on
transfer; and
47. no representation has been made as to the availability of
the exemption provided by Rule 144 or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (for their own
benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on its or their behalf) and are
irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that neither the Company nor the Banks owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement or these Terms and Conditions.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. None of the Company,
the Banks nor their respective Affiliates nor any person acting on
its or their behalf will be responsible for any UK stamp duty or UK
stamp duty reserve tax (including any interest, fines and penalties
relating thereto) arising in relation to the Placing Shares in any
other circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
and representation from each Placee, that the Placing Shares are
not being subscribed for in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. Neither the Banks, the Company nor their
respective Affiliates nor any person acting on its or their behalf
will be liable to bear any interest or any stamp duty or stamp duty
reserve tax or any other similar duties or taxes (including,
without limitation, other stamp, issue, securities, transfer,
registration, capital, or documentary duties or taxes) ("transfer
taxes") that arise (i) if there are any such arrangements (or if
any such arrangements arise subsequent to the subscription by
Placees for Placing Shares) or (ii) on a sale of Placing Shares, or
(iii) otherwise than under the laws of the United Kingdom. Each
Placee to whom (or on behalf of whom, or in respect of the person
for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Banks and/or the Company (as the case may be) and their
respective Affiliates and any person acting on its or their behalf
harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises.
Miscellaneous
Each Placee acknowledges and is aware that the Banks are
receiving a fee in connection with their role in respect of the
Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with either of the Banks, any money held in an account with
either of the Banks on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made
under the FSMA.
The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant
Bank's money in accordance with the client money rules and will be
used by each of the Banks in the course of its own business; and
the Placee will rank only as a general creditor of the relevant
Bank.
All times and dates in this Announcement may be subject to
amendment by the Banks and the Company (in their absolute
discretion). The Banks shall notify the Placees and any person
acting on behalf of the Placees of any changes.
The rights and remedies of the Banks and the Company under these
Terms and Conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
Time is of the essence as regards each Placee's obligations
under this Appendix.
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 Banks.
Each Placee may be asked to disclose in writing or orally to the
Banks:
1. if he or she is an individual, his or her nationality; or
2. if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2 - Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"GBP", "GBP", "pounds", "pound sterling" or "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK.
"$", "US$" or "dollars" are to the lawful currency of the United
States of America;
"Admission" means admission of the Placing Shares to the premium
listing segment of the Official List and to trading on the London
Stock Exchange's main market for listed securities;
"Affiliate" of any person means any other person that, directly
or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such person and
specifically includes subsidiaries, branches, associated companies
and holding companies and the subsidiaries of such holding
companies, branches, associated companies and subsidiaries; and for
these purposes "controlling person" means any person who controls
any other person; "control" (including the terms "controlling",
"controlled by" and "under common control with") means the
possession, direct or indirect, of the power to direct or cause the
direction of the management, policies or activities of a person
whether through the ownership of securities, by contract or agency
or otherwise; and the term "person" is deemed to include a
partnership, and this definition also includes the respective
directors, officers, employees, agents and advisers of all such
persons;
"Announcement" means this announcement and its appendices;
"Banks" means J.P. Morgan and Numis;
"Bookbuild" means the bookbuilding process to be commenced by
the Banks to use reasonable endeavours to procure placees for the
Placing Shares, as described in this Announcement and subject to
the terms and conditions set out in this Announcement and the
Placing Agreement;
"Canadian Investor Letter" means the investor representation
letter in the form provided by the Banks to prospective purchasers
of Placing Shares that are located or resident in Canada.
"Company" means The Unite Group plc;
"Corporations Act" means the Australian Corporations Act 2001
(Cth);
"CREST" means the relevant system (as defined in the
Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in
respect of which Euroclear is the Operator (as defined in such
Regulations) in accordance with which securities may be held and
transferred in uncertificated form;
"DTRs" means the Disclosure Guidance and Transparency Rules made
by the FCA pursuant to Part VI of FSMA;
"Euroclear" means Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and Wales;
"Exchange Information" means certain business and financial
information that the Company is required to publish in accordance
with MAR and the rules and practices of the London Stock Exchange
and/or the FCA;
"FCA" or "Financial Conduct Authority" means the UK Financial
Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"Group" means the Company and its subsidiaries;
"J.P. Morgan" means J.P. Morgan Securities plc (which conducts
its UK investment banking activities as J.P. Morgan Cazenove);
"Listing Rules" means the rules and regulations made by the FCA
under FSMA;
"LSE" or "London Stock Exchange" means London Stock Exchange
plc;
"MAR" means the Market Abuse Regulation (EU) No.596/2014;
"MiFID II" means EU Directive 2014/65/EU on markets in financial
instruments, as amended;
"MiFID II Product Governance Requirements" means (a) MiFID II;
(b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures;
"Numis" means Numis Securities Limited;
"Order" means the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended;
"Ordinary Share" means an ordinary share of GBP0.25 each in the
capital of the Company;
"PBSA" means Purpose Built Student Accommodation;
"Placee" means a person procured by a Bank to subscribe for
Placing Shares;
"Placing" has the meaning given in the first paragraph of this
Announcement;
"Placing Agreement" has the meaning given to it in Appendix 1 to
this Announcement;
"Placing Price" means the price per Ordinary Share at which the
Placing Shares are placed;
"Placing Shares" means the new Ordinary Shares to be allotted
and issued under the Placing;
"PRA" or "Prudential Regulation Authority" means the UK
Prudential Regulation Authority;
"Pricing Agreement" has the meaning given to it in Appendix 1 to
this Announcement;
"Pricing Announcement" means the announcement published by the
Company confirming the results of the Placing on a Regulatory
Information Service immediately following the execution of the
Pricing Agreement;
"Prospectus Regulation" means the Prospectus Regulation (EU)
2017/1129;
"QIBs" means "qualified institutional buyers" as defined in Rule
144A of the Securities Act;
"Qualified Investors" means qualified investors within the
meaning of article 2(e) of the Prospectus Regulation;
"Regulation S" means Regulation S promulgated under the
Securities Act;
"Regulations" means the Criminal Justice Act 1993, MAR and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof;
"Regulatory Information Service" means any of the services set
out in Appendix 3 of the Listing Rules;
"Relevant Person" has the meaning given to it in Appendix 1 to
this Announcement;
"Restricted Territory" has the meaning given to it in Appendix 1
to this Announcement;
"Securities Act" means the U.S. Securities Act of 1933, as
amended;
"Subscription" means the subscription for new Ordinary Shares by
certain directors of the Company;
"Subscription Shares" means the new Ordinary Shares to be
allotted and issued under the Subscription;
"subsidiary" or "subsidiary undertaking" each have the meaning
given to such term in the Companies Act 2006;
"Target Market Assessment" means the assessment 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;
"Terms and Conditions" means the terms and conditions of the
Placing set out in Appendix 1 to this Announcement;
"transfer taxes" means any stamp duty or stamp duty reserve tax
or any other similar duties or taxes (including, without
limitation, other stamp, issue, securities, transfer, registration,
capital, or documentary duties or taxes);
"Trading Update" means the announcement entitled "Pre-Close
Trading Statement" published by the Company confirming the Group's
current trading on a Regulatory Information Service on the same
date as this Announcement;
"uncertificated" or "in uncertificated form" means in respect of
a share or other security, where that share or other security is
recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title
to which may be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland;
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States of
America, the District of Columbia and all other areas subject to
its jurisdiction and any political sub-division thereof; and
"US Investor Letter" means the investor representation letter in
the form provided by the Banks to QIBs in the United States.
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
IOEBUGDLUSDDGGS
(END) Dow Jones Newswires
June 24, 2020 11:50 ET (15:50 GMT)
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