TIDMNXR
RNS Number : 1657L
Norcros PLC
11 May 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN NORCROS PLC OR ANY OTHER ENTITY IN
ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION
WITH, ANY INVESTMENT DECISION IN RESPECT OF NORCROS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF EU REGULATION 596/2014, WHICH
FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("MAR").
11 May 2022
Norcros plc ("Norcros" or the "Company")
Proposed Placing to raise approximately GBP18 million
Norcros, a market leading supplier of high quality and
innovative bathroom and kitchen products, announces its intention
to undertake a placing to raise gross proceeds of approximately
GBP18 million (before expenses), representing up to 9.9 per cent.
of Norcros' existing issued share capital, with institutional
investors (the "Placing").
The proceeds of the Placing will be used to part-fund the
acquisition of Granfit Holdings Limited (the "Target" or "Grant
Westfield"), a market leading designer, manufacturer and supplier
of waterproof bathroom wall panels in the UK (the "Acquisition")
and associated costs. Details of the Acquisition are contained in a
separate announcement released by the Company today, which should
be read in conjunction with this announcement.
The Placing is being conducted, subject to the satisfaction of
certain conditions, through an accelerated bookbuilding process,
which will be launched immediately following this announcement.
Details of the Placing
Numis Securities Limited ("Numis") is acting as sole bookrunner
in connection with the Placing. A sponsor and placing agreement has
been entered into today between the Company and Numis in connection
with the Placing and the Acquisition (the "Sponsor and Placing
Agreement"). The terms and conditions of the Placing are set out in
the appendix to this announcement (the "Appendix"), which forms
part of this announcement (such announcement and the Appendix
together being this "Announcement"). The Placing will be effected
pursuant to the existing authorities from the Company's
shareholders.
Numis will conduct a bookbuilding process in respect of the
Placing (the "Bookbuild"). The number of new ordinary shares of ten
pence each in the capital of the Company ("Ordinary Shares") to be
issued pursuant to the Placing (the "Placing Shares") and the price
per Placing Share at which the Placing Shares are to be placed (the
"Placing Price") will be determined at the close of the Bookbuild.
The book will open with immediate effect following this
Announcement and may close at any time thereafter. The timing of
the closing of the book and pricing are at the discretion of Numis
and the Company and allocation will be determined by the Company.
Details of the Placing Price and the number of Placing Shares will
be announced by the Company via a Regulatory Information Service as
soon as practicable after the close of the Bookbuild.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing issued Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
The Placing is not conditional upon the approval of the
Company's shareholders nor is it conditional on the Acquisition
completing. The Company recognises that it is seeking to issue
Placing Shares representing up to 9.9 per cent. of its existing
issued ordinary share capital on a non pre-emptive basis and has
therefore consulted, where possible, with the Company's major
shareholders in advance of this Announcement. Given the Placing is
to part-fund the Acquisition and meet associated costs, this
Placing structure has been chosen to minimise execution and market
risk, cost, time to completion and use of management time. The
consultation process undertaken with the Company's major
institutional shareholders has confirmed the Board's view that the
Placing and the Acquisition are in the best interests of the
Company's shareholders, as well as wider stakeholders in Norcros.
The Board intends to apply the principles of pre-emption when
allocating the Placing Shares to those shareholders that
participate in the Placing.
Admission and Settlement
Application will be made for the Placing Shares to be listed on
the premium listing segment of the official list of the FCA and to
trading on the main market for listed securities of London Stock
Exchange plc (the "London Stock Exchange") (together, "Admission").
Admission is expected to take place on or before 8.00 a.m. on 16
May 2022 and settlement of the Placing Shares is expected to take
place on the same date.
The Placing is conditional, among other things, upon Admission
becoming effective and the Sponsor and Placing Agreement not being
terminated in accordance with its terms. The Appendix sets out
further information relating to the Bookbuild and the terms and
conditions of the Placing. 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 Appendix) 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 the
Appendix.
This Announcement should be read in its entirety, including the
Appendix. In particular, investors should read and understand the
information provided in the "Important Notices" section below and
the Appendix.
For further information please contact:
Norcros plc Tel: 01625
547 700
Nick Kelsall, Chief Executive Officer
James Eyre, Chief Financial Officer
Numis Tel: 0207 260
1000
Richard Thomas
Jonathan Wilcox
William Baunton (ECM)
George De Felice
Hudson Sandler Tel: 0207 796
4133
Charlie Jack
Sophie Miles
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this Announcement is being made on
behalf of the Company by Richard Collins, Group Counsel and Company
Secretary. In addition, market soundings (as defined in MAR) were
taken in respect of the Placing with the result that certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. This inside information is set out in this
Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
such inside information relating to the Company and its
securities.
IMPORTANT NOTICES
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA"), by, a person authorised
under FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
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 by Numis, or by any of its
partners, directors, officers, employees, advisers, consultants,
affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. None
of the information in this Announcement has been independently
verified or approved by Numis or any of its partners, directors,
officers, employees, advisers, consultants, affiliates or agents.
Save for any responsibilities or liabilities, if any, imposed on
Numis by FSMA or by the regulator regime established under it, no
responsibility or liability is accepted by Numis or any of its
partners, directors, officers, employees, advisers, consultants,
affiliates or agents for any errors, omissions or inaccuracies in
such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in
connection with this Announcement or from any acts or omissions of
the Company in relation to the Placing.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
Numis, which is authorised and regulated in the United Kingdom
by the FCA, is acting solely for the Company and no-one else in
connection with the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
transactions and arrangements described in this Announcement.
Neither Numis nor its partners, directors, officers, employees,
advisers, consultants, affiliates or agents are responsible to
anyone other than the Company for providing the protections
afforded to clients of Numis or for providing advice in connection
with the contents of this Announcement or for any other matters
referred to herein.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made. The
information contained in this Announcement is subject to change
without notice and, except as required by applicable law or
regulation (including to meet the requirements of the FCA's Listing
Rules, MAR and/or FSMA), the Company expressly disclaims any
obligation or undertaking to publish any updates or revisions to
any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statements are based. Statements contained in this
Announcement regarding past trends or activities should not be
taken as representation that such trends or activities will
continue in the future. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decisions to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Numis.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website (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.
Information to Distributors
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and/or any equivalent requirements elsewhere to the extent
determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (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, Numis has only
procured 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 Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels
Definitions
" Acquisition " the proposed acquisition of the entire issued share capital of GHL
pursuant to the Acquisition
Agreement
" Acquisition Agreement " the agreement dated 11 May 2022 between the Sellers, the Purchaser and
the Company pursuant
to which the Purchaser conditionally agreed to acquire the entire issued
share capital of
GHL
" Admission " the admission of the Placing Shares by the FCA to listing on the premium
segment of the Official
List and by the London Stock Exchange to trading on the Main Market
" Announcement " this announcement, including the Appendix and the terms and conditions
set out herein
" Bookbuild " the accelerated bookbuild process to be conducted by Numis to arrange
participation by Placees
in the Placing
" Board " the board of directors of the Company for the time being
"Circular" the circular which is expected to be sent to the Company's shareholders
tomorrow
" Companies Act " or "Act" the Companies Act 2006, as amended
" Company " or "Norcros" Norcros plc
" Completion " completion of the Acquisition in accordance with the terms of the
Acquisition Agreement
" CREST " the relevant system administered by Euroclear UK & International Limited
" Directors " the directors of the Company or the directors for the time being of the
Company, as the context
requires, and "Director" shall be construed accordingly
" Facilities Agreement " the agreement relating to the Company's revolving credit facilities
" FCA " the UK Financial Conduct Authority
" Form of Proxy " the form of proxy enclosed with this document for use in connection with
the General Meeting
" FSMA " the Financial Services and Markets Act 2000, as amended
" General Meeting " the general meeting of the Company proposed to be held at the offices of
Eversheds Sutherland
(International) LLP, Two New Bailey, 6 Stanley Street, Manchester, M3 5GX
at 10.00 a.m. on
30 May 2022 to approve the Resolution, the notice of which will be set
out at the end of the
Circular
" GHL " or " Target " Granfit Holdings Limited, incorporated in Scotland with registration
number SC021183
" Grant Westfield " or " Target Group " GHL and its subsidiaries and subsidiary undertakings, and, where the
context requires, its
associated undertakings
" Group " the Company and its subsidiaries and its subsidiary undertakings and,
when the context requires,
its associated undertakings from time to time
" IFRS " International Financial Reporting Standards, as adopted by the EU
" Listing Rules " or " LR " the rules of the FCA relating to the admission to the Official List made
by the FCA under
section 73A(2) of FSMA
" London Stock Exchange " London Stock Exchange plc or its successor(s)
" Main Market " the London Stock Exchange's main market for listed securities
" Notice of General Meeting " the notice convening the General Meeting which is set out at the end of
this document
" Numis " Numis Securities Limited of 45 Gresham Street, London, EC2V 7BF
" Official List " the Official List of the FCA
" Ordinary Shares " the ordinary shares of GBP0.10 in the capital of the Company from time to
time
" Placees " the institutional and other investors which Numis shall have procured to
agree to subscribe
for Placing Shares pursuant to the terms of the Sponsor and Placing
Agreement
" Placing " the placing of the Placing Shares by Numis in accordance with the terms
of the Sponsor and
Placing Agreement
" Placing Price " the price per Placing Share agreed between the Company and Numis as set
out in the Share Placing
Supplement
" Placing Shares " the new Ordinary Shares which are to be issued pursuant to the Placing
" Purchaser " Norcros Group (Holdings) Limited, a wholly-owned subsidiary of the
Company
" Regulatory Information Service " one of the regulatory information services authorised by the FCA to
receive, process and disseminate
regulatory information from listed companies
" Resolution " the resolution set out in the Notice of General Meeting
" Sellers " Iain MacDonald and Calmeg Limited
" Share Placing Supplement " the share placing supplement, which may be executed by the Company and
Numis following completion
of the Bookbuild
" Sponsor and Placing Agreement " the sponsor and placing agreement dated 11 May 2022 between the Company
and Numis, details
of which will be set out in the Circular
" subsidiary undertaking " the meaning given to it in the Companies Act
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS
FOR INFORMATION PURPOSES ONLY), IS DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE
"EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF REGULATION (EU) 2017/1129, AS AMED FROM TIME TO TIME (THE
"EU PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND
(B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF THE UK VERSION OF THE EU PROSPECTUS
REGULATION (THE "UK PROSPECTUS REGULATION") WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act") and may not be offered or sold, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from the registration requirements of the Securities Act. There
will be no public offer of the securities mentioned herein in the
United States.
The Placing Shares may only be offered and sold (i) outside of
the United States in "offshore transactions" within the meaning of
and in reliance on Regulation S under the Securities Act
("Regulation S") and (ii) within the United States only to persons
reasonably believed to be "qualified institutional buyers" ("QIBs")
as defined in Rule 144A under the Securities Act.
This Announcement and the information contained herein is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into or from the
United States, Australia, Canada, Japan, the Republic of South
Africa or any other jurisdiction in which such release publication
or distribution would be unlawful.
Each Placee should consult with its own advisors as to legal,
tax, business and related aspects of acquiring Placing Shares.
The distribution of this Announcement and/or the Placing and/or
the issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Numis
or any of their respective affiliates, agents directors, officers
or employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Numis to inform themselves about and to observe any
such restrictions.
Neither this Announcement nor any part of it constitutes or
forms 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, Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained 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 offered in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction outside the EEA or the UK.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Bookbuild (as defined below) and the
Placing, each Placee will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained herein and to be providing the representations,
warranties, acknowledgements and undertakings contained in this
Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges with each of the Company and
Numis (amongst other things) that:
1. in the case of an investor in the United Kingdom, it is a
Relevant Person and undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of an investor in a member state of the EEA
(each, a "Member State") who acquires any Placing Shares pursuant
to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the EU Prospectus
Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Member State other than
Qualified Investors or in circumstances in which the prior consent
of Numis has been given to the offer or resale;
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Member State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
3. it is acquiring Placing Shares for its own account or is
acquiring Placing Shares for an account with respect to which it
has authority to exercise, and is exercising, investment discretion
and has the authority to make and does make the representations,
warranties, acknowledgements, undertakings and agreements contained
in this Appendix;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting, as referred to in
paragraph 4 above) is either (i) located outside the United States
and is acquiring Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S , or (ii) if
located in the United States, a QIB and acquiring Placing Shares in
a transaction that is exempt from the registration requirements of
the Securities Act and has also executed and delivered a US
investor letter.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus to be published in the UK. No
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing or the Placing Shares and Placees'
commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based
on information contained in this Announcement, the announcement of
the pricing of the Placing (the "Placing Results Announcement")
(together, the "Placing Documents") and any other information
publicly announced through a regulatory information service ("RIS")
by or on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information") and subject to
any further terms set forth in the contract note sent to individual
Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of Numis
or the Company or any other person and none of Numis, the Company
nor any other person acting on such person's behalf nor any of
their respective affiliates has or shall have any responsibility or
liability for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Each Placee
should consult its own attorney, tax advisor, and business advisor
for legal, tax and business advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Sponsor and Placing Agreement and the Placing
Shares
Numis has today entered into the Sponsor and Placing Agreement
with the Company under which, on the terms and subject to the
conditions set out in the Sponsor and Placing Agreement, Numis, as
agent for and on behalf of the Company, has agreed to use its
reasonable endeavours to procure placees for the Placing
Shares.
The final number of Placing Shares and the Placing Price (as
defined below) will be set out in a share placing supplement agreed
between Numis and the Company following the Bookbuild (the "Share
Placing Supplement").
The Placing is not underwritten by Numis. In accordance with the
terms of the Sponsor and Placing Agreement, subject to the
execution of the Share Placing Supplement, if Placees fail to take
up their allocation of Placing Shares at the Placing Price, Numis
agrees to take up such shares as principal and the Company has
agreed to allot and issue such shares to Numis, at the Placing
Price and on the terms set out in the Sponsor and Placing
Agreement.
The Placing Shares will, when issued, be credited as fully paid
up and will be issued subject to the Company's articles of
association and rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all claims, liens, charges, encumbrances
and equities.
Applications for listing and admission to trading
Applications will be made to the FCA for admission of the
Placing Shares to the premium listing segment of the Official List
of the FCA (the "Official List") and to London Stock Exchange plc
(the "London Stock Exchange") for admission to trading of the
Placing Shares on its main market for listed securities (together,
"Admission").
It is expected that Admission will occur at or before 8.00 a.m.
(London time) on 16 May 2022 (or such later time and/or date as
Numis may agree with the Company, not being later than 8.00 a.m.
(London time) on 30 May 2022) and that dealings in the Placing
Shares will commence at that time.
Bookbuild
Numis will today commence the accelerated bookbuilding process
to determine demand for participation in the Placing by Placees
(the "Bookbuild"). This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
Numis shall be entitled to effect the Placing by such
alternative method to the Bookbuild as it may, subject to the
agreement of the Company, determine.
The Placing may be scaled back by the Company for any
reason.
Participation in, and principal terms of, the Placing
1. Numis is arranging the Placing as placing agent of the
Company. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Numis. Numis may itself agree to be a Placee in respect of all or
some of the Placing Shares or may nominate any member of its group
to do so.
2. The Bookbuild, if successful, will establish a single price
payable to Numis as agent for the Company by all Placees whose bids
are successful (the "Placing Price"). The Placing Price and the
number of Placing Shares will be agreed by Numis (subject to the
agreement of the Company) following completion of the Bookbuild.
Subject to the execution of the Share Placing Supplement, the
Placing Price and the number of Placing Shares to be issued will be
announced on an RIS following the completion of the Bookbuild via
the Placing Results Announcement.
3. Allocations of the Placing Shares will be determined by the
Company following consultation with Numis (the proposed allocations
having been supplied by Numis to the Company in advance of such
consultation). Subject to the execution of the Share Placing
Supplement, allocations will be confirmed with Placees orally or in
writing by Numis and a contract note will be despatched to Placees
as soon as practicable thereafter. Numis' confirmation by contract
note to such Placee constitutes an irrevocable legally binding
commitment upon such person (who will at that point become a
Placee), in favour of Numis and the Company, to acquire the number
of Placing Shares allocated to it and to pay, or procure the
payment of, the Placing Price in cleared funds in respect of such
shares on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
Numis' consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.
4. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by Numis. The terms of this
Appendix (as amended) will be deemed incorporated into that
contract note.
5. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
6. All obligations under the Bookbuild and the 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 "Right to terminate under the Sponsor and Placing
Agreement".
7. By participating in the Placing, 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.
8. To the fullest extent permissible by law, neither Numis, nor
the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Numis, nor
the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Numis' conduct of the Placing or of
such alternative method of effecting the Placing as Numis and the
Company may determine.
9. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any non-material amendment that may in
future be made to the terms and conditions of the Placing and
Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or Numis' conduct
of the Placing.
10. All times and dates in this Announcement may be subject to
amendment. Numis shall notify the Placees and any person acting on
behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Sponsor and Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms. Numis' obligations under the Sponsor and
Placing Agreement are conditional on customary conditions including
(amongst others) (the "Conditions"):
1. certain announcement obligations;
2. Admission occurring no later than 8.00 a.m. (London time) on
16 May 2022 (or such later time and/or date, not being later than
8.00 a.m. (London time) on 30 May 2022, as Numis may otherwise
agree with the Company) (the "Closing Date");
3. the warranties on the part of the Company contained in the
Sponsor and Placing Agreement being true and accurate and not
misleading to an extent which is material in the context of the
Placing as at the date of the Sponsor and Placing Agreement and
immediately prior to Admission, by reference to the facts and
circumstances then subsisting;
4. the Company having complied with all of its obligations under
the Sponsor and Placing Agreement which fall to be performed or
satisfied prior to Admission;
5. the Acquisition Agreement having been duly executed by all
the parties thereto, and not having been terminated or rescinded
prior to Admission;
6. the execution of the Share Placing Supplement; and
7. in the good faith opinion of Numis, no Material Adverse
Change having occurred and, for the purposes of this paragraph,
"Material Adverse Change" means any material adverse change in, or
any development involving a prospective material adverse change in,
or affecting, the condition (financial, operational, legal or
otherwise) or in the earnings, management, business affairs,
solvency, credit rating or prospects of the Company, the Group
(taken as a whole) or the Target Group (taken as a whole), in each
case whether or not arising in the normal course.
Numis may, at its discretion and upon such terms as it thinks
fit, waive certain of the Conditions or extend the time or date
provided for fulfilment of any such Conditions in respect of all or
any part of the performance thereof (other than in respect of the
condition relating to Admission taking place, which may not be
waived). Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by Numis by the relevant time or date specified
(or such later time or date as the Company and Numis may agree); or
(ii) the Sponsor and Placing Agreement is terminated in the
circumstances specified below under "Right to terminate under the
Sponsor and Placing Agreement", the Placing will not proceed and
the Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it or on its behalf (or
any person on whose behalf the Placee is acting) in respect
thereof.
Neither Numis, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any Condition to the Placing, nor for
any decision they may make as to the satisfaction of any Condition
or in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of Numis, the Company or the relevant person
(as the case may be) and there is no obligation whatsoever on
Numis, the Company or that person to consult with Placees on any
such decision(s).
Right to terminate under the Sponsor and Placing Agreement
Numis is entitled, at any time before Admission, to terminate
the Sponsor and Placing Agreement in accordance with its terms in
certain circumstances, including (amongst other things):
1. there has been a breach of any of the warranties given by the
Company in the Sponsor and Placing Agreement which, in the opinion
of Numis, acting reasonably and in good faith, is material in the
context of the Group taken as a whole or the Placing;
2. in the opinion of Numis, acting in good faith, there shall
have been a Material Adverse Change; and
3. certain force majeure events have occurred or, in the good
faith opinion of Numis, are reasonably likely to occur.
Upon termination, the parties to the Sponsor and Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Sponsor and
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by Numis of any right of termination or of any other
discretion under the Sponsor and Placing Agreement shall be within
its absolute discretion and that Numis need not make any reference
to, or consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise and (ii) its rights and obligations terminate only
in the circumstances described above under "Right to terminate
under the Sponsor and Placing Agreement" and "Conditions of the
Placing", and its participation will not be capable of rescission
or termination by it after oral confirmation by Numis of the
allocation and commitments following the close of the
Bookbuild.
Lock-up Arrangements
The Company has undertaken to Numis that, during the period of
90 days commencing on the date of Admission, it will not, without
the prior written consent of Numis (such consent not to be
unreasonably withheld or delayed), allot or issue any Ordinary
Shares (or any other shares or securities in the capital of the
Company) or issue any options over Ordinary Shares (or any
securities exchangeable for, or convertible into, Ordinary Shares)
or other shares or securities in the capital of the Company save
pursuant to obligations undertaken before the date of the Sponsor
and Placing Agreement, for the issue of any options pursuant to
(and in accordance with the rules of) the Company's existing share
option or incentive schemes or plans or for the issue of Ordinary
Shares or other shares or securities pursuant to the exercise of
any options under such schemes or plans.
By participating in the Placing, Placees agree that the exercise
by Numis of any power to grant consent to the undertaking by the
Company of a transaction which would otherwise be subject to the
lock-up provisions under the Sponsor and Placing Agreement shall be
within the absolute discretion of Numis and that it need not make
any reference to, or consult with, Placees and that it 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:
GB00BYYJL418) following Admission will take place within the system
administered by Euroclear UK & International Limited ("CREST"),
subject to certain exceptions. Numis reserve the right to require
settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that they may deem
necessary if delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a contract
note in accordance with the standing arrangements in place with
Numis stating the number of Placing Shares allocated to them at the
Placing Price, the aggregate amount owed by such Placee to Numis
(as agent for the Company) and settlement instructions. Each Placee
agrees that it will do, or procure to be done, all things necessary
to ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions in
respect of Placing Shares that it has in place with Numis.
The Company will deliver the Placing Shares to a CREST account
operated by Numis as agent for the Company and Numis will enter its
delivery instruction into the CREST system. 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 in respect of the Placing Shares
will take place on 16 May 2022 on a delivery versus payment
basis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Numis may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Numis' account and benefit, an amount equal to
the aggregate amount owed by the Placee. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and will be required to bear any stamp duty or stamp
duty reserve tax or other taxes or duty (together with any interest
or penalty) imposed in any jurisdiction which may arise from the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are issued in a Placee's
name or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp
duty reserve tax. If there are any circumstances in which any stamp
duty or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of 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 Numis nor the Company shall be responsible for
payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing, each Placee irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(as the case may be) with Numis (in its capacity as placing agent
of the Company in respect of the Placing) and the Company, in each
case as a fundamental term of its application for Placing Shares,
the following:
General
1. it has read and understood this Announcement in its entirety
and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and 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 the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are listed on the premium listing segment
of the Official List 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 the rules and practices of the FCA, which includes
a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and
that it is able to obtain or has access to such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
companies, without undue difficulty;
3. the person whom it specifies for registration as holder of
Placing Shares will be (a) itself or (b) its nominee, as the case
may be. Neither Numis nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar
taxes or duties imposed in any jurisdiction (including interest and
penalties relating thereto);
4. neither Numis nor any of its affiliates agents, directors,
officers and employees accepts any responsibility for any acts or
omissions of the Company or any of the directors of the Company or
any other person (other than Numis) in connection with the
Placing;
5. time is of the essence as regards its obligations under this Announcement;
6. 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 Numis;
No distribution of Announcement
7. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such materials to any person;
No prospectus
8. no prospectus or other offering document is required under
the EU Prospectus Regulation or the UK Prospectus Regulation, nor
will one be prepared, in connection with the Bookbuild, the Placing
or the Placing Shares and it has not received and will not receive
a prospectus or other offering document in connection with the
Bookbuild, the Placing or the Placing Shares;
Purchases by Numis for their own account
9. in connection with the Placing, Numis and any of its
affiliates acting as an investor for its own account may subscribe
for Placing Shares and in that capacity may retain, purchase or
sell for its own account such Placing Shares and any securities of
the Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to the
Placing Shares being issued, offered or placed should be read as
including any issue, offering or placement of such shares in the
Company to Numis or any of its affiliates acting in such
capacity;
10. Numis and its affiliates may enter into financing
arrangements and swaps with investors in connection with which
Numis and any of its affiliates may from time to time acquire, hold
or dispose of such securities of the Company, including Placing
Shares;
11. Numis does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory
obligation to do so;
No fiduciary duty or client of Numis
12. Numis does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Sponsor and Placing Agreement;
13. its participation in the Placing is on the basis that it is
not and will not be a client of Numis in connection with its
participation in the Placing and that Numis has no duties or
responsibilities to it for providing the protections afforded to
its 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 Sponsor and Placing
Agreement nor for the exercise or performance of any of its
respective rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination
right;
No responsibility of Numis for information
14. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Numis nor its affiliates
agents, directors, officers or employees nor any person acting on
behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or
statement contained in, or omission from, the Placing Documents,
the Publicly Available Information or otherwise nor will they be
liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement
contained in the Placing Documents, the Publicly Available
Information or otherwise, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by such person;
Reliance on information regarding the Placing
15.
(a) the only information on which it is entitled to rely on and
on which such Placee has relied in committing itself to subscribe
for Placing Shares is contained in the Placing Documents, or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 15(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
(b) it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by Numis or the Company or any of their respective
affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation
delivered in respect of the Bookbuild) with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of any information contained in the Placing Documents, or
the Publicly Available Information or otherwise;
(c) neither Numis, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, nor will provide, it
with any material or information regarding the Placing Shares or
the Company or any other person other than the information in the
Placing Documents or the Publicly Available Information; nor has it
requested any of Numis, the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such material or information; and
(d) neither Numis or the Company will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability
of any person for fraudulent misrepresentation made by that
person;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any investigation
that Numis, any of its affiliates or any person acting on its
behalf, may have conducted with respect to the Placing Shares, the
terms of the Placing or the Company, and none of such persons has
made any representation, express or implied, with respect to the
Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in the Placing
Documents, the Publicly Available Information or any other
information;
17. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for Placing Shares;
(b) will not look to Numis for all or part of any such loss it may suffer;
(c) 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 an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in
the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
Capacity and authority
18. it is subscribing for Placing Shares for its own account or
for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the
acknowledgements, confirmations, undertakings, representations and
agreements contained in this Announcement;
19. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) and will remain liable to the Company and/or Numis 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);
20. it and any person acting on its behalf is entitled to
subscribe for Placing Shares under the laws and regulations of all
relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this 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 and that
it has not taken any action or omitted to take any action which
will or could reasonably be expected to result in Numis, the
Company or any of their respective directors, officers, agents,
employees or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
21. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
22. it irrevocably appoints any duly authorised officer of Numis
as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary
to enable it to be registered as the holder of any of the Placing
Shares for which it agrees to subscribe upon the terms of this
Appendix;
Excluded territories
23. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States, Australia, New Zealand, Canada,
Japan or the Republic of South Africa, or any state, province,
territory or jurisdiction thereof;
24. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, Numis or any person acting on
behalf of the Company or Numis that would, or is intended to,
permit a public offer of the Placing Shares in the United States,
Australia, New Zealand, Canada, Japan or the Republic of South
Africa or any country or jurisdiction, or any state, province,
territory or jurisdiction thereof, where any such action for that
purpose is required;
25. unless otherwise specifically agreed with Numis, it is 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, nor have an address in, Australia, New Zealand, Japan, the
Republic of South Africa or any province or territory of
Canada;
26. it may be asked to disclose in writing or orally to Numis:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
27. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered or sold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from the registration requirements of the
Securities Act and in accordance with applicable state securities
laws;
Compliance with EEA selling restrictions and the EU Prospectus
Regulation
28. if in a member state of the EEA, unless otherwise
specifically agreed with Numis in writing, it is a Qualified
Investor;
29. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA 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 EU Prospectus Regulation;
30. if a financial intermediary, as that term is used in the EU
Prospectus Regulation, the Placing Shares subscribed for by it in
the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a member state of the EEA other than
Qualified Investors, or in circumstances in which the prior consent
of Numis has been given to each proposed offer or resale;
31. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in
Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse ("MAR")) in respect of
anything done in, from or otherwise involving, the EEA);
Compliance with FSMA, the UK financial promotion regime and
MAR
32. if in the United Kingdom, it is a "Qualified Investor" for
the purposes of the UK Prospectus Regulation and is a person (i)
having professional experience in matters relating to investments
who falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
33. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended (the
"FSMA");
34. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by Numis in its capacity as an authorised person under
section 21 of FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a
financial promotion by an authorised person;
35. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
the UK version of MAR in respect of anything done in, from or
otherwise involving, the United Kingdom);
Compliance with laws
36. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
37. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 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 the Money
Laundering Sourcebook of the FCA 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;
38. in order to ensure compliance with the Regulations, Numis
(for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to Numis or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of Placing Shares may be retained at Numis'
absolute discretion or, where appropriate, delivery of Placing
Shares to it in uncertificated form may be delayed at Numis' or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identify Numis (for itself and as agent on behalf of the Company)
or the Company's registrars have not received evidence satisfactory
to them, either Numis and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
Depositary receipts and clearance services
39. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
Undertaking to make payment
40. it (and any person acting on its behalf) has the funds
available to pay, or procure payment, for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment in respect of the Placing Shares allocated to
it in accordance with this Announcement on the due time and date
set out herein, failing which the relevant Placing Shares may be
placed with other subscribers or sold as Numis may in their sole
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the relevant Placing Price and the
number of Placing Shares allocated to it and will be required to
bear any stamp duty, stamp duty reserve tax or other taxes or
duties (together with any interest, fines or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placee's
Placing Shares;
Money held on account
41. any money held in an account with Numis on behalf of the
Placee and/or any person acting 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 relevant rules and regulations of
the FCA made under FSMA. Each 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 Numis' money in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee;
Allocation
42. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Numis 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;
No recommendation
43. neither the Company, Numis, nor any of their affiliates, nor
any person acting on behalf of any of them, is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the
Placing;
Inside information
44. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
Rights and remedies
45. the rights and remedies of the Company and Numis under the
terms and conditions in this Appendix 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; and
Governing law and jurisdiction
46. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity
or termination of such contract or relating to any non-contractual
or other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make, or procure, payment for the Placing Shares may
be taken by either the Company or Numis 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.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as Numis and are irrevocable. Numis,
the Company and their respective affiliates and others will rely
upon the truth and accuracy of the foregoing representations,
warranties, confirmations, acknowledgements, agreements and
undertakings. Each prospective Placee, and any person acting on
behalf of such Placee, irrevocably authorises the Company and Numis
to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and 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. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If this is the case, each Placee should seek
its own advice and notify Numis accordingly. Placees are advised to
consult with their own advisers regarding the tax aspects of the
subscription for Placing Shares.
The Company and Numis are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition
by Placees, including any taxes arising otherwise than under the
laws of the United Kingdom. Each prospective Placee should,
therefore, take its own advice as to whether any such tax liability
arises and notify Numis and the Company accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company. Past performance is no guide to future performance, and
persons needing advice should consult an independent financial
adviser.
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.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEGPUBWAUPPGAG
(END) Dow Jones Newswires
May 11, 2022 11:41 ET (15:41 GMT)
Grafico Azioni Norcros (AQSE:NXR.GB)
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Grafico Azioni Norcros (AQSE:NXR.GB)
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