TIDMAO.
RNS Number : 4873R
AO World plc
06 July 2022
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION IN
IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
6 July 2022
AO World PLC
("AO World" or the "Company")
Proposed Placing and PrimaryBid Offer
AO World, a leading online electricals retailer, announces its
intention to conduct a placing of new ordinary shares of 0.25p each
("Ordinary Shares") in the capital of the Company (the "Placing")
at a price of 43 pence per share ("Placing Price"). In addition to
the Placing, there will be a separate offer of new Ordinary Shares
at the Placing Price via the PrimaryBid platform (the "PrimaryBid
Offer"). A separate announcement will be made shortly regarding the
PrimaryBid Offer and its terms.
The new Ordinary Shares issued pursuant to the Placing and the
Primary Bid Offer (together, the "Capital Raise") are intended to
raise gross proceeds of approximately GBP40 million. The net
proceeds of the Capital Raise will strengthen the balance sheet and
increase liquidity back to historic levels (relative to revenue
base), and provide the flexibility to capitalise on market
opportunities.
The Placing is being conducted by way of an accelerated
bookbuild (the "Bookbuild"), available to qualifying new and
existing investors, and will be launched immediately following the
release of this Announcement. Jefferies International Limited and
Jefferies GmbH (together "Jefferies") and Numis Securities Limited
("Numis") (together the "Joint Global Coordinators" or the "Joint
Bookrunners") are acting as joint global coordinators, joint
bookrunners and joint brokers in relation to the Placing. The
Placing is subject to the Terms and Conditions set out in the
Appendix to this Announcement. The PrimaryBid Offer is not made
subject to the Terms and Conditions set out in the Appendix to this
Announcement and instead will be made on the terms outlined in the
separate announcement to be made shortly regarding the PrimaryBid
Offer and its terms.
In addition to the Placing, certain directors of the Company
intend to subscribe for shares to maintain their current
shareholding percentages (once the Company ceases to be in a closed
period for the purposes of UK MAR).
Background to and reasons for the Capital Raise
-- AO's strategy is to create value by offering its customers
brilliant customer service and making AO the destination for
everything they need, in the simplest and easiest way, when buying
electricals, including major and small domestic appliances and a
growing range of mobile phones, AV, consumer electricals and
laptops
-- AO's mission to be the destination for electricals is
unchanged and is underpinned by a leading logistics network and a
consistent focus on operational excellence
-- As previously announced, the Company has decided to close its
German operations to focus on its leading online position in the UK
electricals market
-- The Company's addressable market in the UK has grown to
GBP23.4bn as it extends into new categories, and the online segment
of the market in those categories remains AO's key opportunity as
the migration to online retailing continues
-- The Company's core major domestic appliance ("MDA") market
also remains resilient after the online market surge during Covid
and is underpinned by the appliance replacement cycle
-- It is an unprecedented environment for business planning as
the post-pandemic retail environment is substantially shifting,
which presents both challenges and opportunities for AO as a
leading online electricals retailer
-- The Company continues to rationalise, simplify and refocus
its UK operations, exiting some lines of business and driving
operational efficiencies and overhead reduction which, in
aggregate, is estimated to generate at least GBP25m of benefits by
FY25
-- The successful execution of this realigned and simplified UK
plan is targeting to deliver in the medium term:
o Average revenue growth of 10+% per annum
o EBITDA margin of 5+%
o Improved cash generation with FY23 capex expected to be c.
GBP5m(1)
-- The Company is a cash generative business at the UK operating
level, and the Capital Raise will increase the Company's liquidity
back to historic levels (relative to revenue base), strengthen the
balance sheet for suppliers and provide the flexibility to
capitalise on market opportunities
(1) This is cash capex only and excludes any cash outflows
relating to "right of use" assets/liabilities.
Current trading
Current trading and financial performance through the first
quarter is materially in-line with the Board's expectations as set
out in the trading statement of 29 April 2022. The Board remains
mindful of the ongoing volatile and challenging macroeconomic
environment and continuing supply chain disruption. The MDA market
is stabilising around levels seen in April and May 2022,
underpinned by the distressed purchase model for white goods.
Consumer behaviour is evolving as the step change in online
consumer buying trends varies by category and the Board will
continue to monitor this closely and react as necessary.
John Roberts, Chief Executive Officer, said:
"In addition to being a sensible piece of financial
house-keeping given the short-term macroeconomic uncertainty, this
Capital Raise will give us the necessary foundation from which to
go after the significant long-term growth opportunities that we see
for AO in the UK. It will also allow us to deliver on the new
financial targets that we are setting today. Our core major
domestic appliance category is proving to be resilient over time,
given the natural replacement cycle of white goods and their
non-discretionary nature. In addition, expanding into newer
categories remains a key priority and a major opportunity for us. I
remain hugely optimistic about the future of our business
underpinned by the fantastic people we have in it and the way they
amaze our customers every day."
Shareholder consultation and PrimaryBid Offer
The Company has consulted with its major shareholders ahead of
the release of this Announcement. The Board has concluded that the
Capital Raise is in the best interests of shareholders and wider
stakeholders and will promote the long-term success of the Company.
This conclusion has been endorsed by that consultation. Among other
things, the Capital Raise structure minimises cost, use of
management time and period to completion at an important time for
the Company.
The Board recognises the importance of giving retail
shareholders an opportunity to participate in the Company's ongoing
funding should they be unable to participate in the Placing.
Consequently, in addition to the Placing, there will be an offer
made via the PrimaryBid platform to provide retail shareholders
with an opportunity to participate in the equity fundraise. A
separate announcement will be made shortly regarding the PrimaryBid
Offer and its terms. The PrimaryBid Offer is conditional on the
Placing, but the Placing is not conditional on there being any
demand for the PrimaryBid Offer.
Details of the Placing
Jefferies and Numis are acting as joint global coordinators,
joint bookrunners and joint brokers in relation to the Placing. The
Company, Jefferies and Numis have entered into a placing agreement
dated 6 July 2022 in connection with the Placing (the "Placing
Agreement").
The Placing is subject to the Terms and Conditions set out in
the Appendix (which forms part of this announcement, such
announcement and the Appendix together being this "Announcement").
The Joint Bookrunners will commence the Bookbuild immediately
following the release of this Announcement. The number of new
shares to be allotted and issued by the Company pursuant to the
Placing (the "Placing Shares") will be determined at the close of
the Bookbuild and will be announced as soon as practicable after
the close of the Bookbuild. The timing of the closing of the
Bookbuild and allocations are at the absolute discretion of the
Joint Bookrunners and the Company.
The Placing Shares, when issued, will be 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 after the date of issue of the
Placing Shares.
Applications will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority (the "FCA") and to be admitted to
trading on the main market for listed securities of London Stock
Exchange plc (the "London Stock Exchange") (together, "Admission").
Settlement and Admission for the Placing Shares is expected to take
place on or before 8.00 a.m. on 11 July 2022.
The Placing is conditional, among other things, upon Admission
becoming effective and the Placing Agreement not being terminated
in accordance with its terms. The Appendix sets out further
information relating to the Bookbuilding process and the terms and
conditions of the Placing.
Enquiries
AO World Tel: +44 (0)75 2514 7877
John Roberts, Founder and Chief Executive IR@ao.com
Mark Higgins, Group CFO
Cynthia Alers, Investor Relations Director
Jefferies (Joint Global Tel: +44 (0)20 7029 8000
Coordinator, Joint Bookrunner
& Joint Broker)
Max Jones
Thomas Bective
Seb Burke
Numis (Joint Global Coordinator, Tel: +44 (0)20 7260
Joint Bookrunner & Joint 1366
Broker)
Luke Bordewich
Oliver Steele
Matthew Radley
Powerscourt Tel: +44 (0)20 7250 1446
Rob Greening ao@powerscourt-group.com
Nick Hayns
Elizabeth Kittle
About AO World
AO World, headquartered in Bolton and a constituent of the FTSE
Small Cap index, is a leading online electrical retailer. Our strategy
is to create value by offering our customers brilliant customer
service and making AO World the destination for everything they
need, in the simplest and easiest way, when buying electricals,
including major and small domestic appliances and a growing range
of mobile phones, AV, consumer electricals and laptops.
We deliver for our customers via our in-house logistics business
and carefully selected third parties. We also provide ancillary
services such as the installation of new products and recycling
of old products as well as offering product protection plans and
customer finance. AO World Business serves the B2B market in the
UK, providing electricals and installation services at scale. AO
World also has a majority equity stake in AO World Recycling, a
WEEE processing facility, allowing AO World to ensure its customers'
electronic waste is dealt with responsibly.
Cautionary statement
This Announcement contains certain forward-looking statements (including
beliefs or opinions) with respect to the operations, performance
and financial condition of the Company and its subsidiary undertakings
(the "Group"). These statements are based on current expectations
or beliefs, as well as assumptions about future events. By their
nature, future events and circumstances can cause results and developments
to differ materially from those anticipated. Except as is required
by the applicable laws, no undertaking is given to update the forward-looking
statements contained in this Announcement, whether as a result
of new information, future events or otherwise. Nothing in this
document should be construed as a profit forecast or an invitation
to deal in the securities of the Company. This announcement has
been prepared for the Group as a whole and therefore gives greater
emphasis to those matters which are significant to AO World plc
and its subsidiary undertakings when viewed as a whole.
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (together with any statutory instruments made
in exercise of powers conferred by such act, the "EUWA") ("UK
MAR"), and is disclosed in accordance with the Company's
obligations under Article 17 of UK MAR.
For the purposes of UK MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055 (as transposed into the laws
of the United Kingdom), this Announcement is being made on behalf
of the Company by Julie Finnemore, Company Secretary.
This Announcement should be read in its entirety. The Appendix
to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. Persons who have
chosen to participate in the Placing, by making an oral or written
offer to acquire Placing Shares, will be deemed to have read and
understood this Announcement in its entirety (including the
Appendix) and to be making such offer on the terms and subject to
the conditions herein, and to be providing the representations,
warranties, agreements, acknowledgements and undertakings contained
in the Appendix.
Notice to Canadian Investors
The Placing of the Ordinary Shares in Canada is being made on a
private placement basis only and is exempt from the requirement
that the Company prepares and files a prospectus under applicable
Canadian securities laws. Any resale of Ordinary Shares acquired by
a Canadian investor in this Placing must be made in accordance with
applicable Canadian securities laws, which resale restrictions may
under certain circumstances apply to resales of any acquired
securities outside of Canada.
Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if any offering document (including any amendment thereto)
contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the
time limit prescribed by securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser's
province or territory for particulars of these rights or consult
with a legal advisor.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) 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: (a) investors who meet the
criteria of professional clients as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018; (b)
eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (c) retail clients who do not
meet the definition of professional client under (a) or eligible
counterparty per (b); and (ii) eligible for distribution through
all distribution channels as are permitted by Directive 2014/65/EU
(the "UK target market assessment"). Notwithstanding the UK 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 UK 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 UK target market assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK target market assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; 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 UK
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX: PLACING TERMS AND CONDITIONS
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM
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"),
PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN
THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 AS IT FORMS PART OF RETAINED EU LAW BY VIRTUE OF THE EUWA
(THE "UK PROSPECTUS REGULATION") 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 AMED (THE "ORDER"); OR (II) PERSONS WHO
FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS
IN (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"); (C) IF IN
CANADA, PERSONS WHO ARE (I) AN "ACCREDITED INVESTOR" AS SUCH TERM
IS DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 PROSPECTUS
EXEMPTIONS ("NI 45-106") OR, IN ONTARIO, AS SUCH TERM IS DEFINED IN
SECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO); AND (II) A
"PERMITTED CLIENT" AS SUCH TERM IS DEFINED IN SECTION 1.1 OF
NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS
AND ONGOING REGISTRANT OBLIGATIONS; OR (D) PERSONS TO WHOM THEY MAY
OTHERWISE BE LAWFULLY COMMUNICATED.
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
IN ANY MEMBER STATE OF THE EEA WHO ARE NOT QUALIFIED INVESTORS OR
PERSONS IN THE UNITED KINGDOM 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 QUALIFIED INVESTORS
IN ANY MEMBER STATE OF THE EEA AND RELEVANT PERSONS IN THE UNITED
KINGDOM AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
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 PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,
ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY APPLICABLE STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC
OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.
The Placing Shares are being offered and sold only (i) outside
of the United States in accordance with Regulation S under the US
Securities Act ("Regulation S") and otherwise in accordance with
applicable laws and; (ii) in the United States only to a limited
number of investors that are reasonably believed to be "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the US
Securities Act ("Rule 144A") pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act. Any offer or sale of placing shares in the United
States will be made only by broker-dealers who are registered as
such under the US Securities Exchange Act of 1934, as amended.
The Placing has not been approved and will not be approved or
disapproved by the US 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 a criminal offence in the United States.
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, New Zealand, Singapore,
the Republic of South Africa or any other jurisdiction in which
such release publication or distribution would be unlawful.
Each person (including individuals, funds or otherwise) by whom
or on whose behalf a commitment to acquire Placing Shares has been
given ("Placee") should consult with its own advisers as to legal,
tax, business and related aspects of a purchase of 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, the
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees or any person acting on its or
their behalf that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about and to
observe any such restrictions.
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, New Zealand, Singapore 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.
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.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances to which section 21(1) of
the Financial Services and Markets Act 2000, as amended (the
"FSMA") does not apply.
This Announcement should be read in its entirety.
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 any
Joint Bookrunner, any of their respective affiliates, agents,
directors, officers or employees 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.
Each Joint Bookrunner is acting exclusively for the Company and
no one else in connection with the Placing and is not, and will not
be, responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to its clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement. None of the Company, the
Joint Bookrunners, any of its or their respective affiliates,
agents, directors, officers or employees 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 Bookbuild and the Placing, each Placee
(including individuals, funds or otherwise) by whom or on whose
behalf a commitment to acquire Placing Shares has been given 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, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges that:
1. if it is in any member state of the EEA it is a Qualified
Investor and if it is 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. it is acquiring Placing Shares for its own account or is
acquiring Placing Shares for an account with respect to which it
exercises sole investment discretion, not with a view to
distribution, and has the authority to make and does make the
representations, warranties, indemnities, acknowledgments,
undertakings and agreements contained in this Announcement;
3. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable), (i) the Placing Shares acquired 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 circumstances which may give rise to an offer
of securities to the public (or breach applicable laws) 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 Joint Bookrunners
has been given to each proposed offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf persons in a
member state of the EEA other than Qualified Investors, or in the
United Kingdom other than Relevant Persons, the offer of those
Placing Shares to it is not treated under the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable) as
having been made to such persons;
4. the Placing Shares are being offered and sold to it in
reliance on Regulation S, Rule 144A or pursuant to another
exemption from registration under the US Securities Act, and the
Placing Shares have not been, and will not be, registered under the
US Securities Act or under the laws of any State or other
jurisdiction of the United States; and
5. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of and compliance with the foregoing
representations, warranties, undertakings, acknowledgements and
agreements. Each Placee hereby agrees with the Joint Bookrunners
and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued.
A Placee shall, without limitation, become so bound if any Joint
Bookrunner confirms to such Placee its allocation of Placing
Shares.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners are acting as joint global co-ordinators
and joint bookrunners in connection with the Placing.
The Joint Bookrunners have today entered into the Placing
Agreement under which, on the terms and subject to the conditions
set out in the Placing Agreement, the Joint Bookrunners, as agents
for and on behalf of the Company, have severally (and not jointly
or jointly and severally) agreed to use their respective reasonable
endeavours to procure placees for the Placing Shares. The Placing
is not underwritten until such time as the Terms of Placing (as
defined below) are entered into by the Joint Bookrunners and the
Company.
The final number of Placing Shares at the Placing Price will be
set out in terms of placing agreed between the Joint Bookrunners
and the Company following the Bookbuild (as defined below) (the
"Terms of Placing").
The Placing Shares will, when issued, be credited as fully paid
up and will be issued subject to the Company's articles of
association and rank pari passu in all respects with the existing
ordinary shares of 0.25 pence each in the capital of the Company
("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.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. Numis will
subscribe for ordinary shares and redeemable preference shares in
Project Coral (Jersey) Limited ("JerseyCo"), a Jersey incorporated
wholly owned subsidiary of the Company, for an amount approximately
equal to the net proceeds of the Placing. The Company will allot
and issue the Placing Shares on a non-pre-emptive basis to Placees
in consideration for the transfer of certain ordinary shares and
redeemable preference shares in JerseyCo that will be issued to
Numis.
Application for admission to trading and admission to
listing
Application will be made to the London Stock Exchange for the
admission of the Placing Shares to trading on the Main Market and
to the FCA for admission of the Placing Shares to the premium
listing segment of the Official List maintained by the FCA.
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. (London time) on 11 July 2022 (or such later
time and/or date as the Joint Bookrunners may agree with the
Company) and that dealings in the Placing Shares will commence at
that time.
Bookbuild
Following publication of this Announcement, the Joint
Bookrunners will today commence 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.
The Joint Bookrunners shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may determine with
the agreement of the Company.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally,
and not jointly, nor jointly and severally, as Joint Bookrunners
and agents of the Company.
2. Participation will only be available to persons who may
lawfully be, and are, invited to participate by any of the Joint
Bookrunners. Each of the Joint Bookrunners and their respective
affiliates are entitled to enter bids as principal in the
Bookbuild.
3. The Bookbuild will establish the number of Placing Shares to
be issued under the Placing. The number of Placing Shares will be
agreed between the Joint Bookrunners and the Company following
completion of the Bookbuild and any discount to the market price of
the Ordinary Shares will be determined within the limits specified
by the Listing Rules of the FCA, as published pursuant to Part 6 of
the FSMA. The final number of Placing Shares will be announced on a
Regulatory Information Service following the completion of the
Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at one of the Joint Bookrunners. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to acquire at the Placing Price. Bids may be scaled down by
the Joint Bookrunners on the basis referred to in paragraph 6
below.
5. The Bookbuild is expected to close no later than 4:30 p.m.
(London time) on 6 July 2022, but may be closed earlier or later,
at the discretion of the Joint Bookrunners, subject to agreement of
the Company. The Joint Bookrunners may also, notwithstanding the
above and subject to the prior consent of the Company, (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 Joint Bookrunners, subject to agreement
with the Company. If within a reasonable time after a request for
verification of identity, the Joint Bookrunners have not received
such satisfactory evidence, the Joint Bookrunners may, in
consultation with the Company but at their absolute discretion,
terminate the Placee's participation in the Placing in which event
all funds delivered by the Placee to the Joint Bookrunners will be
returned without interest to the account of the drawee bank or
CREST account from which the funds were originally debited. The
Company reserves the right (upon the agreement of the Joint
Bookrunners) to reduce the number of shares to be issued pursuant
to the Placing, in its absolute discretion.
6. Each Placee's allocation will be confirmed to Placees orally
by the relevant Joint Bookrunner following the close of the
Bookbuild, and a trade confirmation will be dispatched as soon as
possible thereafter. The relevant Joint Bookrunner's oral
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 Joint Bookrunner and the Company, under
which such Placee agrees to acquire the number of Placing Shares
allocated to it and to pay the Placing Price on the terms and
conditions set out in this Appendix and in accordance with the
Company's corporate documents.
7. Subject to paragraphs 3 and 4 above, the Joint Bookrunners
will, in effecting the Placing, agree with the Company the identity
of the Placees and the basis of allocation of the Placing
Shares.
8. 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 Joint Bookrunner'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 Joint Bookrunner, 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 acquire.
9. Except as required by law or regulation or, in the case of
this Announcement, no press release or other announcement will be
made by the Joint Bookrunners or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
10. Each Placee's allocation and commitment will be evidenced by
a trade confirmation issued to such Placee by the relevant Joint
Bookrunner. The terms and conditions of this Appendix will be
deemed incorporated in that trade confirmation.
11. The allocation of Placing Shares to Placees located in the
United States or Canada shall be conditional on the execution or
acceptance (as the relevant letter requires) by each such Placee of
a letter substantially in the form provided to such Placee by or on
behalf of the Company.
12. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
13. All obligations under the 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 "Right to terminate under the Placing Agreement".
14. 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 Joint Bookrunner.
15. To the fullest extent permissible by law, neither the
Company, the Joint Bookrunners nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on its or their behalf 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 the
Company, the Joint Bookrunners nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on its or their behalf shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Company's or the Joint
Bookrunners' conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Joint Bookrunners and the Company
may agree.
16. Each Placee's commitment to acquire Placing Shares on the
terms and conditions set out herein will continue notwithstanding
any 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 the Joint Bookrunners' conduct of the Placing.
17. All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners 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 Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Joint Bookrunners' obligations under the Placing
Agreement are conditional on certain conditions, including:
(A) the Terms of Placing having been executed by the Company and the Joint Bookrunners;
(B) the publication by the Company of the Placing Results
Announcement (as defined below) through a Regulatory Information
Service immediately following the execution of the Terms of
Placing;
(C) Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on the Closing Date (or such later time and/or
date as the Company may agree with the Joint Bookrunners);
(D) the Company having complied with all of the agreements and
undertakings and satisfied or performed all of the conditions and
obligations on its part to be performed or satisfied under the
Placing Agreement at or prior to Admission;
(E) in the joint opinion of the Joint Bookrunners, there having
been no material adverse change in or affecting, or any development
reasonably likely to involve a material adverse change in or
affecting, the condition (financial, operational, legal or
otherwise) or earnings, management, business affairs, solvency,
credit rating or prospects of the Company and its subsidiaries (the
"Group") taken as a whole (a "Material Adverse Change") since the
date of the Placing Agreement;
(F) the Company having allotted, subject only to Admission, the
relevant Placing Shares in accordance with the Placing Agreement;
and
(G) the delivery to the Joint Bookrunners of certain documentary conditions precedent.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived or extended in writing by the Joint
Bookrunners by the relevant time or date specified (or such later
time or date as the Company and the Joint Bookrunners may agree);
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 Joint Bookrunners may, at their discretion, extend the time
for satisfaction of, 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. Any such extension or
waiver will not affect the Placees' commitments as set out in this
Announcement.
None of the Joint Bookrunners 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 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 Joint Bookrunners.
Right to terminate under the Placing Agreement
The Joint Bookrunners are entitled, at any time prior to
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances, including: (i) any breach of
the representations or warranties given by the Company in the
Placing Agreement, or any failure to perform any of the Company's
obligations in the Placing Agreement by the times specified therein
which, in either case, the Joint Bookrunners consider (acting in
good faith) to be material in the context of the Group taken as a
whole, the Placing or Admission; (ii) any of the conditions in the
Placing Agreement not having been satisfied, or waived by the Joint
Bookrunners; or (iii) if there has been, in the opinion of the
Joint Bookrunners (acting in good faith), any Material Adverse
Change in relation to the Group since the date of the Placing
Agreement; (iv) if either of the applications for Admission is
withdrawn or refused by the FCA or the London Stock Exchange, or in
the opinion of the Joint Bookrunners acting in good faith, will not
be granted; or (v) upon the occurrence of certain force majeure
events.
By participating in the Placing, Placees agree that the exercise
by the Company or any Joint Bookrunner of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of the Company or such Joint Bookrunner or for
agreement between the Company and the Joint Bookrunner(s) (as the
case may be) and that neither the Company or such Joint Bookrunner
need make any reference to, or consultation with, Placees and that
neither the Company, such Joint Bookrunner nor any of their
respective affiliates, agents, directors, officers or employees nor
any person acting on its or their behalf shall have any liability
to Placees whatsoever in connection with any such exercise.
Lock-up
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and 180 days after 11
July 2022 (or such later time and/or date as the Company may agree
with the Joint Bookrunners) (the "Closing Date"), it will not,
without the prior written consent of the Joint Bookrunners enter
into certain transactions involving or relating to the Ordinary
Shares, subject to certain, customary carve-outs agreed between the
Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to lock-up restrictions shall be within the absolute
discretion of the Joint Bookrunners 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.
No Prospectus
The Placing Shares are being offered in such a way so as not to
require any prospectus or other offering document to be published.
No prospectus or other offering document has been or will be
published or submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and no such prospectus is required
(in accordance with the UK Prospectus Regulation) to be published
in the United Kingdom or any other jurisdiction.
Placees' commitments will be made solely on the basis of the
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 by or
on behalf of the Company on or prior to the date of this
Announcement or otherwise filed by the Company (the "Publicly
Available Information"). Each Placee, by accepting a participation
in the Placing, agrees that the content of the Placing Documents
and all other Publicly Available Information is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company, the
Joint Bookrunners or any other person and none of the Company, the
Joint Bookrunners nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation by that person.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BJTNFH41) following Admission will take place in CREST. Subject
to certain exceptions, the Joint Bookrunners and the Company
reserve the right to require settlement of, and delivery of, the
Placing Shares to Placees by such other means that they deem
necessary if delivery or settlement is not 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.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation in accordance with the standing arrangements
in place with the relevant Joint Bookrunner stating the number of
Placing Shares allocated to it at the Placing Price, the aggregate
amount owed by such Placee to the Joint Bookrunner and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement
instructions in respect of the Placing Shares that it has in place
with the relevant Joint Bookrunner (unless otherwise agreed).
The Company will deliver the Placing Shares to a CREST account
operated by the relevant Joint Bookrunner (or either of them) as
agent for the Placees and the relevant Joint Bookrunner 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 will be on 11 July 2022 in
accordance with the instructions set out in the trade confirmation
or contract note (as applicable).
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 the Barclays Bank
base rate as determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners 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 Joint Bookrunners' account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) or other similar taxes
imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note (as applicable) is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve
tax.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax (including any interest and 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 of the Joint Bookrunners nor
the Company shall be responsible for the payment thereof.
Placees (or any nominee or other agent acting on behalf of a
Placee) will not be entitled to receive any fee or commission in
connection with the Placing.
Representations, Warranties and Further Terms
By submitting a bid and/or participating in the Placing each
Placee (and any person acting on such Placee's behalf)
irrevocably:
1. represents and warrants that it has read and understood the
Announcement, and accepts the terms and conditions set out in this
Appendix, entirely and its acquisition of 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. acknowledges that no prospectus or other offering document is
required under the EU Prospectus Regulation or the UK Prospectus
Regulation or any other securities law or regulation, nor will one
be prepared in connection with the Placing and it has not received
and will not receive a prospectus or other offering document in
connection with the Placing;
3. acknowledges that none of the Company, the Joint Bookrunners
or any of their respective affiliates, agents, directors, officers
or employees or any person acting on its or their behalf has
provided, nor will provide, it with any material regarding the
Placing Shares or the Company other than this Announcement; nor has
it requested any of the Company, the Joint Bookrunners or any of
their respective affiliates, agents, directors, officers or
employees or any person acting on its or their behalf to provide it
with any such information;
4. acknowledges that the Company's Ordinary Shares are admitted
to listing on the Official List and the Company is, therefore,
required to publish certain business and financial information in
accordance with the rules of the FCA and UK MAR (collectively, the
"Public Information") which includes the Company's financial
information, including balance sheets and income statements, and
that such Placee is able to obtain or access the Public
Information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that none of the
Joint Bookrunners, nor their respective affiliates or any person
acting on behalf of any of them has or shall have any liability for
any information, representation or statement contained in, or
omission from, this Announcement or any information previously
published by or on behalf of the Company, including, but not
limited to, the Public 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 otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
acquire Placing Shares is contained in this Announcement and any
information previously or simultaneously published by the Company
by notification to a Regulatory Information Service (and
acknowledges that information previously published may since have
been superseded or become out of date), such information being all
that such Placee deems necessary or appropriate and sufficient 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 representations, warranties or statements made, by any of
the Company, the Joint Bookrunners or any of their respective
affiliates, agents, directors, officers or employees or any person
acting on its or their behalf and none of the Company, the Joint
Bookrunners or any of their respective affiliates, agents,
directors, officers or employees or 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, provided that
nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
6. acknowledges that it may not rely, and has not relied, on any
investigation that the Joint Bookrunners, any of their affiliates
or any person acting on their behalf, may have conducted with
respect to the Placing Shares or the Company, and none of such
persons has made any representation, express or implied, with
respect to the Company, the Placing Shares or the accuracy,
completeness or adequacy of the Public Information or any other
information; each Placee further acknowledges that it has conducted
its own investigation of the Company and the Placing Shares and has
received all information it believes necessary or appropriate in
connection with its investment in the Placing Shares;
7. acknowledges that time is of the essence as regards its obligations under this Announcement;
8. acknowledges that any document that is to be sent to it in
connection with the Placing will be sent at its risk and may be
sent to it at any address provided by it to the Joint
Bookrunners;
9. undertakes that 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;
10. acknowledges that in connection with the Placing, the Joint
Bookrunners and any of their affiliates acting as an investor for
its own account may acquire 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 any securities of the Company or related 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 each of the Joint
Bookrunners or any of their affiliates acting in such capacity;
11. acknowledges that each of the Joint Bookrunners and their
affiliates may enter into financing arrangements and swaps with
investors in connection with which each of the Joint Bookrunners
and any of their affiliates may from time to time acquire, hold or
dispose of securities of the Company, including the Placing
Shares;
12. acknowledges that a communication that the Placing 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 Placing and securities will be fully distributed by the
Joint Bookrunners. Each Joint Bookrunner reserves the right to take
up a portion of the securities in the Placing as a principal
position at any stage at its sole discretion, among other things,
to take account of the Company's objectives, requirements under EU
Directive 2014/65/EU as it forms part of retained EU law by virtue
of the EUWA and/or its allocation policies;
13. acknowledges that the Joint Bookrunners do not intend to
disclose the extent of any investment or transactions referred to
in paragraphs 10, 11 and 12 above otherwise than in accordance with
any legal or regulatory obligation to do so;
14. acknowledges that it 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;
15. acknowledges that none of the Joint Bookrunners, their
respective affiliates or any person acting on behalf of any of them
has or shall have any liability for any information made publicly
available by or in relation to the Company or any representation,
warranty or statement relating to the Company or the Group
contained therein or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
16. undertakes that it will (as principal or agent) subscribe
for, hold, manage and (if applicable) dispose of any Placing Shares
that are allocated to it for the purposes of its business only;
17. represents and warrants that it is acting as principal only
in respect of the Placing or, if it is acting for any other person,
it is (i) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) will remain liable to the Company and/or
the Joint Bookrunners 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);
18. represents and warrants that it and any person acting on its
behalf is entitled to acquire the 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 an acquirer 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 and
conditions 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 may result in the Company,
the Joint Bookrunners or any of their respective affiliates,
agents, directors, officers or employees (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;
19. represents and warrants that where it is acquiring Placing
Shares for one or more managed accounts, it is authorised in
writing by each managed account to acquire the Placing Shares for
each managed account;
20. acknowledges that it irrevocably appoints any duly
authorised officer of each Joint Bookrunner 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 which it
agrees to acquire;
21. represents and warrants that if it is located in the United
Kingdom, it is Relevant Person or a person to whom this
Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
22. represents and warrants that 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 FSMA;
23. represents and warrants that 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 the FSMA and UK MAR in respect of anything
done in, from or otherwise involving, the United Kingdom);
24. represents and warrants that if it is located in the EEA, it
is a Qualified Investor;
25. represents and warrants that 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;
26. acknowledges that the Placing Shares have not been and will
not be registered under the US Securities Act, or with any
securities regulatory authority of any state or other jurisdiction
of the United States, and may not be offered, sold, resold,
pledged, delivered, distributed or transferred, directly or
indirectly, into or within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States; and represents and
warrants that it is and, at the time the Placing Shares are
acquired, will be either (i) outside the United States and
acquiring the Placing Shares in an "offshore transaction" in
accordance with Rule 903 or Rule 904 of Regulation S under the US
Securities Act; or (ii) a QIB as defined in Rule 144A, which is
acquiring the Placing Shares for its own account or for the account
of one or more QIBs, each of which is acquiring beneficial
interests in the Placing Shares for its own account, pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States; if acquiring the Placing
Shares for the account of one or more other persons, it has full
power and authority to make, and does make, each of the
representations, warranties, undertakings, agreements and
acknowledgements contained herein on behalf of each such
account;
27. represents and warrants that it (i) has such knowledge and
experience in financial and business matters to be capable of
evaluating the merits and risks of an investment in the Placing
Shares, (ii) will not look to the Joint Bookrunners for all or part
of any such loss it may suffer, (iii) is able to bear the economic
risk of an investment in the Placing Shares, (iv) is able to
sustain a complete loss of an investment in the Placing Shares and
(v) has no need for liquidity with respect to its investment in the
Placing Shares;
28. acknowledges that the Placing Shares have not been and will
not be registered and that a prospectus will not be approved in
respect of any of the Placing Shares under the securities laws or
legislation of Australia, Canada, Japan, New Zealand, Singapore or
the Republic of South Africa and, subject to certain exceptions,
the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into those jurisdictions
and that no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a
public offer of the Placing Shares in those jurisdictions or any
country or jurisdiction, or any state, province, territory or
jurisdiction thereof, where any such action for that purpose is
required;
29. represents, warrants and undertakes that, if resident in
Australia (i) it is a professional investor as defined in Section
9, and for the purposes of Section 708(11), of the Corporations Act
2001 (Cth) of Australia, or the minimum amount to be paid by it for
the Placing Shares to be subscribed for by it will be not less than
AUD 500,000, and (ii) it is not acquiring the Placing Shares for
the purpose of resale, transfer or the granting, issuing or
transferring interests in, or options over them, and will not offer
any Placing Shares for resale in Australia within 12 months of any
such Placing Shares being issued to it unless the resale offer is
exempt from the requirement to issue a disclosure document under
Section 708 of the Corporations Act 2001 (Cth) of Australia;
30. represents, warrants and undertakes that, if resident in
Canada, it is entitled under applicable Canadian securities laws to
subscribe for the Placing Shares without the benefit of a
prospectus qualified under such securities laws and without
limiting the generality of the foregoing, is: (a) an "accredited
investor" as defined in section 1.1 of National Instrument 45-106 -
Prospectus and Registration Exemptions ("NI 45-106"); and (b) a
"permitted client" (as defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations); or (c) entitled and qualify to rely on
another exemption from the prospectus requirement under applicable
Canadian securities laws.
31. acknowledges that the Placing Shares are being subscribed
for investment purposes, and not with a view to offer, resell or
distribute within the meaning of the United States securities
laws;
32. acknowledges that it is not acquiring any of the Placing
Shares as a result of any form of "general solicitation" or
"general advertising" within the meaning of Rule 502(c) of
Regulation D under the US Securities Act, or any "directed selling
efforts" as defined in Regulation S under the US Securities
Act;
33. acknowledges that no representation has been made as to the
availability of any exemption under the US Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares;
34. acknowledges that any Placing Shares offered and sold in the
United States are "restricted securities" within the meaning of
Rule 144(a)(3) under the US Securities Act and further agrees that
so long as the Placing Shares are restricted securities, it will
segregate such Placing Shares from any other shares in the Company
that it holds that are not restricted securities and will not
deposit the Placing Shares into any depositary receipt facility
maintained by any depositary bank in respect of the Company's
shares;
35. acknowledges that, if the Placing Shares were offered to it
in the United States, it has consulted its own independent advisors
or otherwise has satisfied itself concerning, without limitation,
the effects of United States federal, state and local income tax
laws and foreign tax laws generally and the US Employee Retirement
Income Security Act of 1974 ("ERISA"), the US Investment Company
Act and the US Securities Act;
36. represents and warrants that the issue 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 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;
37. represents and warrants that if it is a pension fund or
investment company, its acquisition of Placing Shares is in full
compliance with applicable laws and regulations;
38. represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, the Terrorism Act 2006, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and the Serious Crime Act 2015 and any related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (the "UK 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 UK
Regulations;
39. acknowledges that, in order to ensure compliance with the UK
Regulations, each Joint Bookrunner (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 the relevant Joint Bookrunner or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
the relevant Joint Bookrunner's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at the relevant Joint Bookrunner's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identify the relevant Joint Bookrunner (for itself and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either the relevant Joint
Bookrunner 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;
40. represents and warrants that 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;
41. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
42. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities to enable
it to commit to 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 Appendix) and will honour such obligations;
43. undertakes that it (and any person acting on its behalf)
will make payment in respect of the Placing Shares allocated to it
in accordance with this Appendix on the due time and date set out
herein (unless otherwise agreed), failing which the relevant
Placing Shares may be placed with other acquirers or sold as the
Joint Bookrunners 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 Placing Price and the number of Placing Shares
allocated to it and may be required to bear any stamp duty, stamp
duty reserve tax or other similar taxes (together with any interest
or penalties) which may arise upon the sale of such Placee's
Placing Shares;
44. acknowledges that none of the Joint Bookrunners, nor any of
their respective affiliates, nor any person acting on behalf of
them, is making any recommendations to it, advising it regarding
the suitability of any transactions it may enter into in connection
with the Placing and that its participation in the Placing is on
the basis that it is not and will not be a client of any Joint
Bookrunner in connection with its participation in the Placing and
that the Joint Bookrunners have no 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 any of their respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
45. acknowledges and agrees that it will not hold the Joint
Bookrunners or any of their respective affiliates or any person
acting on behalf of any of them 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 (the
"Information") and that neither the Joint Bookrunners nor any of
their respective affiliates nor any person acting on behalf of any
of them 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;
46. acknowledges that its allocation (if any) of Placing Shares
will represent a maximum number of Placing Shares which it will be
entitled, and required, to acquire, and the Joint Bookrunners or
the Company may scale back the relevant Placee's allocation;
47. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee who will hold the Placing Shares on behalf of the
Placee, as the case may be. None of the Joint Bookrunners or the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar taxes resulting from a
failure to observe this requirement ("Indemnified Taxes"). Each
Placee and any person acting on behalf of such Placee agrees to
participate in the Placing and it agrees to indemnify the Company
and the Joint Bookrunners on an after-tax basis in respect of any
Indemnified Taxes;
48. agrees that its commitment to acquire Placing Shares on the
terms set out herein and in the contract note or trade confirmation
will continue notwithstanding any amendment that may in future be
made to the terms 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 the Joint Bookrunners' conduct of the
Placing;
49. acknowledges that any agreements entered into by it pursuant
to the terms and conditions set out in this Appendix, 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 payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or the Joint Bookrunners in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;
50. represents and warrants that it if it has received any
'inside information' (for the purposes of UK MAR and section 56 of
the Criminal Justice Act 1993) in relation to the Company and the
Company's 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 the UK MAR and associated delegated
regulations and it has not (i) 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, (ii)
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 (iii) disclosed such information to any person
except as permitted by law, prior to such information being made
publicly available;
51. agrees to be bound by the terms of the articles of
association of the Company; and
52. agrees that the Company, the Joint Bookrunners, and their
respective affiliates, agents, directors, officers or employees,
and any person acting on its or their behalf, and others will rely
upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and undertakings which are given, on
the date of this Announcement and on Admission, to the Joint
Bookrunners on their own behalf and on behalf of the Company and
are irrevocable. Each prospective Placee, and any person acting on
behalf of such Placee, irrevocably authorises the Company and the
Joint Bookrunners 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, the Joint Bookrunners, and their
respective affiliates, agents, directors, officers or employees,
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 or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (or by any person acting on such
Placee's behalf) in this Announcement or incurred by the Company,
the Joint Bookrunners or any of their respective affiliates,
agents, directors, officers or employees or any person acting on
its or their behalf arising out of or in connection with the
performance of the Placees' obligations as set out in this
Announcement, and further agrees that the provisions of this
Announcement shall survive after completion of the Placing.
The agreement to settle a Placee's acquisition of Placing Shares
(and/or the acquisition by a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to an acquisition by it
and/or such person 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 there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor the Joint Bookrunners
will be responsible and the Placees shall indemnify the Company and
the Joint Bookrunners on an after-tax basis for any stamp duty or
stamp duty reserve tax paid or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction
paid by the Company or the Joint Bookrunners in respect of any such
arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify the Joint Bookrunners accordingly.
Placees are advised to consult with their own advisers regarding
the tax aspects of the acquisition of Placing Shares.
The Company and the Joint Bookrunners 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, seek its own advice as to whether any such tax
liability arises and notify the Joint Bookrunners and the Company
accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold each of the Joint
Bookrunners and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties
or taxes in any jurisdiction to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing
Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that any Joint Bookrunner or any of its
affiliates may, at its absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
The Joint Bookrunners do not intend to disclose the extent of
any such investment or participation otherwise than in accordance
with any legal or regulatory obligation to do so.
When a Placee or person acting on behalf of the Placee is
dealing with a Joint Bookrunner, any money held in an account with
such Joint Bookrunner 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. 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 such Joint
Bookrunner's money in accordance with the client money rules and
will be used by such Joint Bookrunner in the course of its own
business and the Placee will rank only as a general creditor of
such Joint Bookrunner.
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.
Each Placee should not consider any information in this
Announcement to be legal, tax or business advice. Each Placee
should consult its own lawyer, tax advisor and business advisor for
legal, tax and business advice regarding an investment in the
Placing Shares.
Each of the representations, warranties, acknowledgements,
undertakings and agreements referred to under the heading
"Representations, Warranties and Further Terms" shall be construed
as a separate and independent provision, and, except where
expressly provided otherwise, shall not be limited by any other
such provision.
The rights and remedies of the Joint Bookrunners 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.
If a Placee is a discretionary fund manager, he may be asked to
disclose, in writing or orally to the Joint Bookrunners the
jurisdiction in which the funds are managed or owned.
All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placee of any changes.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, 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
IOEEASXKESEAEEA
(END) Dow Jones Newswires
July 06, 2022 02:00 ET (06:00 GMT)
Grafico Azioni Ao World (LSE:AO.)
Storico
Da Feb 2024 a Mar 2024
Grafico Azioni Ao World (LSE:AO.)
Storico
Da Mar 2023 a Mar 2024