TIDMCKN
RNS Number : 1507Y
Clarkson PLC
27 November 2014
this announcement, including the appendix, and the information
contained herein is restricted and is not for release, publication
or distribution, directly or indirectly, in whole or in part, in,
into or from australia, canada, Japan, south africa, the united
states or any other jurisdiction in which the same would be
unlawful. please see the important notice at the end of this
announcement.
Clarkson plc
27 November 2014
PLACING ANNOUNCEMENT
Clarkson PLC ("Clarksons" or the "Company") today announces a
proposed placing of up to 1,613,698 ordinary shares in the capital
of the Company (the "Placing Shares"), representing up to 8.5 per
cent. of the Company's existing issued ordinary share capital (the
"Placing"). The Placing is being conducted through an accelerated
bookbuilding process, which will be launched immediately following
this announcement (the "Bookbuild").
Background to and reasons for the Placing
Clarksons has announced today that shareholders who hold 92.6
per cent. of the Platou Share Capital have agreed to the terms of
the proposed acquisition of the entire issued share capital of RS
Platou ASA ("Platou") (the "Acquisition") and, as a result, it has
executed a share purchase agreement with the holders of such shares
in Platou. Assuming Clarksons acquires the entire Platou Share
Capital pursuant to the terms of the share purchase agreement, the
total consideration to be received by the Platou selling
shareholders (the "Sellers") is GBP281.2 million (the
"Consideration") of which 75 per cent. is to be satisfied in new
ordinary shares in the capital of the Company (the "Consideration
Shares"), 16.66 per cent in loan notes and 8.34 per cent. in
cash.
The Acquisition is conditional upon, amongst other things, the
approval of the Acquisition by the Company's shareholders at the
general meeting of the Company to be held at 10 a.m. on 16 December
2014 (the "General Meeting"). The Placing is not conditional on the
completion of the Acquisition ("Completion"). Further details of
the Acquisition are set out in the acquisition announcement
published by the Company today.
The net proceeds of the Placing will be used to fund the cash
consideration and settlement of the loan notes payable to the
Sellers. In the event that the Placing does not proceed, Clarksons
will fund the cash consideration and settlement of the loan notes
from the Company's existing and future cash resources.
Details of the Placing
The Placing is being conducted through an accelerated
bookbuilding process to be managed by Panmure Gordon (UK) Limited
("Panmure Gordon") as sole bookrunner. Pursuant to a placing
agreement dated 27 November 2014 between the Company and Panmure
Gordon (the "Placing Agreement"), Panmure Gordon has agreed to act
as agent for the Company and to use its reasonable endeavours to
procure placees for up to 1,613,698 ordinary shares in the capital
of the Company at a price to be determined following completion of
the accelerated bookbuilding process (the "Placing Price"). Placing
Shares will be available only to investors outside of the United
States and certain other jurisdictions. Details of the final number
of Placing Shares and the Placing Price will be announced as soon
as practicable after the close of the book-building process.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the other ordinary shares in
the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid after the
date of issue. The Placing Shares will represent an increase of up
to 8.5 per cent. in the existing issued ordinary share capital of
the Company.
Application will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority and to be admitted to trading on the
main market of the London Stock Exchange plc (together,
"Admission"). Admission is expected to take place on or before 8.00
a.m. on 2 December 2014 and settlement of the Placing Shares is
expected to take place on the same day.
The Placing is conditional, among other things, upon Admission
becoming effective and the Placing Agreement between the Company
and Panmure Gordon not being terminated prior to Admission. The
Placing is not conditional upon Completion. In the event the
Placing completes, but Completion does not take place, the
Directors will consider how to use the proceeds, which may include
the return of such proceeds to Shareholders. Such a return could
carry costs for the placees and will have costs for Clarksons.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this announcement
(together, this "Announcement").
By choosing to participate in the Placing and by making an oral
and legally binding 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 such offer on
the terms and subject to the conditions in it, and to be providing
the representations, warranties and acknowledgements contained in
the Appendix.
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. For the purposes
of this Announcement, "Platou Share Capital" shall mean the entire
issued share capital of Platou excluding any shares in treasury
immediately prior to the completion of the Acquisition.
For further information please contact:
Clarkson PLC +44 207 334 0000
Andi Case
Jeff Woyda
Panmure Gordon (Corporate Broker) +44 207 886 2500
Richard Gray
Andrew Potts
Tom Salvesen
IMPORTANT NOTICE
This announcement, including its Appendix (together, this
"Announcement") and the information contained in it is restricted
and is not for release, publication or distribution, directly or
indirectly, in whole or in part, in, into or from the United States
(including its territories and possessions, any state of the United
States and the District of Columbia, collectively the "United
States") Australia, Canada, Japan or the Republic of South Africa
or any other state or jurisdiction in which the same would be
restricted, unlawful or unauthorised (each a "Restricted
Territory"). This Announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy, acquire or subscribe for shares in the capital
of the Company in any Restricted Territory or to any person to whom
it is unlawful to make such offer or solicitation. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Subject to certain
exemptions, the securities referred to herein may not be offered or
sold in any Restricted Territory or for the account or benefit of
any national resident or citizen of any Restricted Territory.
This Announcement and the information contained herein is not an
offer of securities for sale in the United States and there will be
no public offer of securities in the United States. The securities
discussed herein, including the Placing Shares, have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") or the securities laws or
with any securities regulatory authority of any other state or
other jurisdiction of the United States, and may not be offered,
sold or transferred, directly or indirectly, in the United States
absent registration under the Securities Act or an available
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any other state or
jurisdiction of the United States. The offering of the Placing
Shares will only be made outside the United States in offshore
transactions within the meaning of, and in reliance on, Regulation
S under the Securities Act and no offer of the Placing Shares will
be made in the United States. No public offering of the shares
referred to in this announcement is being made in the United
Kingdom, any Restricted Territory or elsewhere.
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
Panmure Gordon (UK) Limited ("Panmure Gordon") or by any of its
respective affiliates or agents as to or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Panmure Gordon, which is regulated by the Financial Conduct
Authority in the United Kingdom, is acting solely for the Company
in relation to the Placing and nobody else and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in
relation to the Placing or any other matter referred to in this
document. Apart from the responsibilities and liabilities, if any,
which may be imposed on Panmure Gordon by the Financial Services
and Markets Act 2000 or by the regulatory regime established under
it, neither Panmure Gordon nor any of its respective affiliates
accepts any responsibility whatsoever for the contents of the
information contained in this Announcement or for any other
statement made or purported to be made by or on behalf of Panmure
Gordon or any of their respective affiliates in connection with the
Company, the Placing Shares or the Placing. Panmure Gordon and its
respective affiliates accordingly disclaim all and any liability,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained
in this
Announcement and no representation or warranty, express or
implied, is made by Panmure Gordon or any of its respective
affiliates as to the accuracy, completeness or sufficiency of the
information contained in this Announcement. Nothing in this
Announcement is, or shall be relied upon as a promise or
representation in this respect, whether as to the past or the
future.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Panmure Gordon that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
Panmure Gordon to inform themselves about, and to observe, such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "anticipate", "intend", "plan", "predict", "may",
"will", "could", "estimate", "expect", "should", "shall", and words
of similar meaning, reflect the directors' beliefs, intentions or
current expectations and involve a number of risks, uncertainties
and assumptions that could cause actual results and performance to
differ materially from any expected future results or performance
expressed or implied by the forward-looking statement. These
forward-looking statements include all matters that are not
historical facts and include statements regarding the intentions,
beliefs or current expectations of the directors concerning, among
other things, the Company's results of operations, financial
condition, prospects, growth, strategies and the industries in
which the Company operates.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future or are beyond
the Company's control. Forward-looking statements are not
guarantees of future performance and are based on one or more
assumptions. The Company's actual results of operations and
financial condition and the development of the industries in which
the Company operates may differ materially from those suggested by
the forward-looking statements contained in this Announcement. In
addition, even if the Company's actual results of operations,
financial condition and the development of the industries in which
the Company operates are consistent with the forward-looking
statements contained in this Announcement, those results or
developments may not be indicative of results or developments in
subsequent periods. Furthermore, statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future.
The information contained in this Announcement is subject to
change without notice and, except as required by applicable law,
the Company does not assume any responsibility or obligation to
update publicly or review any of the forward-looking statements
contained herein. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.
Any indication in this announcement of the price at which the
Placing Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is or is intended to be a profit forecast or profit
estimate or to imply that the earnings of the Company for the
current or future financial years will necessarily match or exceed
the historical or published earnings of the Company. The price of
the Placing Shares and the income from them may go down as well as
up and investors may not get back the full amount invested on
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, this Announcement.
APPENDIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH
MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, INCLUDING
DIRECTIVE 2010/73/EU, AND INCLUDES ANY RELEVANT IMPLEMENTING
DIRECTIVE MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS
DIRECTIVE")); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS
WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN 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 APPENDIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OR ACQUISITION OF ANY SECURITIES IN THE
COMPANY.
Persons who are invited to and who choose to participate in the
Placing, by making an oral or written offer to acquire Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given (the "Placees"),
will be deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix. In
particular each such Placee represents, warrants and acknowledges
that:
(a) it is a Relevant Person (as defined above) 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;
(b) it is acquiring the Placing Shares for its own account or
for an account with respect to which it exercises sole investment
discretion, and it and any such account are acquiring the Placing
Shares in an "offshore transaction" in accordance with Regulation S
under the US Securities Act of 1933, as amended (the "Securities
Act"); and
(c) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any 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 other
than an offer or resale to Qualified Investors in a member state of
the EEA which has implemented the Prospectus Directive, or in
circumstances in which the prior consent of the Bookrunner (as
defined below) has been given to each such proposed offer or
resale.
The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S under the Securities Act.
The Placing Shares have not been, and will not be registered under
the Securities Act and may not be offered or sold in the United
States, except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act.
The relevant clearances have not been, and 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; 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 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, South Africa or any other jurisdiction outside the United
Kingdom.
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 the
Bookrunner or any of its affiliates or agents as to or in relation
to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available
to any party or its advisers, and any liability therefore is
expressly disclaimed.
Panmure Gordon (UK) Limited is authorised and regulated by the
Financial Conduct Authority (the "FCA") in the United Kingdom, 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
protection afforded to its clients or for providing advice in
relation to the Placing or the contents of any documents relating
to the Placing or any other matter referred to therein.
The Bookrunner does not make any representation to any Placees
regarding an investment in the securities referred to in this
announcement. Each Placee should consult its own advisers as to the
legal, tax, business, financial and related aspects of an
investment in the Placing Shares.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing Agreement and of the Placing Shares
Panmure Gordon (UK) Limited ("Panmure Gordon" or the
"Bookrunner") and the Company have today entered into a placing
agreement (the "Placing Agreement") under which, on the terms and
subject to the conditions set out therein, the Bookrunner have
agreed to use reasonable endeavours to procure placees (the
"Placees") for up to 1,613,698 new ordinary shares in the capital
of the Company of nominal value 25 pence each (the "Placing
Shares") at a price determined following completion of an
accelerated bookbuild process (the "Placing"). In accordance with
the terms of the Placing Agreement and a subscription and transfer
agreement between the Company, the Bookrunner and a Jersey
incorporated subsidiary of the Company (the "Subscription and
Transfer Agreement"), the allotment and issue of the Placing Shares
will be made by the Company to Placees in consideration for the
transfer to the Company of certain shares in that Jersey
incorporated subsidiary of the Company by the Bookrunner.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of 25 pence each in the capital of the Company (the
"Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid in respect of the
Ordinary Shares after the date of admission of the Placing
Shares.
Application for listing and admission to trading
Application will be made to the FCA for admission of the Placing
Shares to the premium listing segment of the Official List of the
UK Listing Authority (the "Official List") and to the London Stock
Exchange plc (the "London Stock Exchange") for admission of the
Placing Shares to trading on its main market for listed securities
(together, "Admission"). It is expected that Admission will become
effective on or around 2 December 2014 and that dealings in the
Placing Shares will commence at that time.
Bookbuild
The Bookrunner will today commence the bookbuilding process to
determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
The Bookrunner shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their absolute
discretion following consultation with the Company, determine.
Participation in, and principal terms of, the Placing
1. Panmure Gordon is acting as bookrunner and agent of the
Company in connection with the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Bookrunner. The Bookrunner and its affiliates are entitled to enter
bids in the Bookbuild as principal.
3. The Bookbuild will establish a single price payable to the
Bookrunner by all Placees whose bids are successful (the "Placing
Price"). The Placing Price and the number of Placing Shares will be
determined by the Bookrunner (in consultation with the Company)
following completion of the Bookbuild and any discount to the
market price of the Ordinary Shares will be determined in
accordance with the Listing Rules of the FCA. The Placing Price and
the number of Placing Shares to be issued will be announced on a
Regulatory Information Service ("RIS") following the completion of
the Bookbuild (the "Pricing Announcement").
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at the Bookrunner. Each
bid should state the number of Placing Shares which the prospective
Placee wishes to acquire at either the Placing Price which is
ultimately established by the Company and the Bookrunner or at
prices up to a price limit specified in its bid. Bids may be scaled
down by the Bookrunner on the basis referred to in paragraph 8
below.
5. 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
Bookrunner's consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will have an
immediate, separate, irrevocable and binding obligation, owed to
the Bookrunner as principal, to pay it (or as the Bookrunner may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to acquire and the Company has agreed to allot. Each
Placee's obligations will be owed to the Bookrunner.
6. The Bookbuild is expected to close no later than 10 a.m.
(London time) on 28 November 2014 but may be closed earlier or
later at the discretion of the Bookrunner. The Bookrunner may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed.
7. Each prospective Placee's allocation will be determined by
the Bookrunner (in consultation with the Company) and will be
confirmed orally by the Bookrunner (as agent for the Company)
following the close of the Bookbuild and a trade confirmation will
be despatched thereafter. This oral confirmation to such Placee
will constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) in favour of the
Bookrunner and the Company to acquire the number of Placing Shares
allocated to it at the Placing Price on the terms and conditions
set out in this Appendix and in accordance with the Company's
articles of association. All obligations under the Bookbuild and
Placing will be subject to fulfilment of the conditions referred to
below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement". By participating in the
Bookbuild, each Placee will agree that its rights and obligations
in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or
termination by the Placee.
8. The Bookrunner may choose to accept bids, either in whole or
in part, on the basis of allocations determined in agreement with
the Company and may scale down any bids for this purpose on such
basis as they may determine. The Bookrunner may also,
notwithstanding paragraphs 4 and 5 above and subject to 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 Company
reserves the right (upon agreement with the Bookrunner) to reduce
or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
9. 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".
10. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
11. To the fullest extent permissible by law, neither the
Bookrunner nor any of its 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 the Bookrunner nor any of its
affiliates, agents, directors, officers or employees shall have any
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of the Bookrunner's conduct of the
Bookbuild or of such alternative method of effecting the Placing as
the Bookrunner and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Bookrunner under the Placing
Agreement in respect of the Placing Shares are conditional on,
inter alia:
(a) agreement being reached between the Company and the
Bookrunner on the Placing Price and the number of Placing Shares to
be issued pursuant to the Placing;
(b) the representations and warranties of the Company contained
in the Placing Agreement being true and accurate and not misleading
on the date of the Placing Agreement and at Admission (as if
repeated by reference to the facts and circumstances then
existing);
(c) the Company complying with its obligations under the Placing
Agreement to the same extent the same fall to be performed or
satisfied prior to Admission;
(d) Admission taking place by 8.00 a.m. (London time) on 2
December 2014 (or such later date as the Company and the Bookrunner
may otherwise agree); and
(e) the Company, allotting subject only to Admission, the
Placing Shares in accordance with the Placing Agreement.
If:
(i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled or, where
permitted, waived by the Bookrunner by the time or date specified
(or such later time and/or date as the Company and the Bookrunner
may agree); or
(ii) any of such conditions become incapable of being satisfied; or
(iii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will not proceed and the Placees'
rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that
no claim can be made by the Placee in respect thereof. Any such
extension or waiver will not affect Placees' commitments as set out
in this announcement.
Neither the Bookrunner nor any of its 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 the date for
the satisfaction of any condition to the Placing nor for any
decision they may make as to the satisfaction of any condition or
in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of the Bookrunner.
Lock-up
The Company has agreed with the Bookrunner that it will not, and
will procure that none of its subsidiaries will (save as required
by law or the Admission and Disclosure Standards or the Listing
Rules), without the prior written consent of the Bookrunner (such
consent not to be unreasonably withheld or delayed) and save in
respect of Ordinary Shares to be issued pursuant to the
Acquisition, between the date of this announcement and the date
which is 90 days later, (i) offer, pledge, sell, contract to sell,
grant any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase,
lend or otherwise transfer or dispose of, directly or indirectly,
any Ordinary Shares or other shares in the capital of the Company
or any securities convertible into or exchangeable for Ordinary
Shares or other shares in the capital of the Company or (ii) enter
into any swap or other arrangement that transfers to another, in
whole or part, any of the economic consequences of ownership of
Ordinary Shares or other shares in the capital of the Company,
whether any such transaction described in (i) or (ii) above is to
be settled by delivery of Ordinary Shares or other shares in the
capital of the Company or such other securities, in cash or
otherwise, provided that the foregoing shall not prevent or
restrict the issue of the Placing Shares or the grant of options
under, or the allotment and issue of shares pursuant to options or
other rights under, any employee share schemes, long term incentive
plans, employee share options or bonus plans of the Company (in
accordance with its normal practice) or the cancellation of the
Company's treasury shares (if applicable).
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at its absolute discretion, at any
time before Admission to terminate the Placing Agreement by giving
notice to the Company if, in the opinion of the Bookrunner (acting
in good faith), amongst other things: (i) any of the Company's
warranties, representations or undertakings contained in the
Placing Agreement are not or cease to be true and accurate or have
become misleading (or would not be true and accurate or would be
misleading if they were repeated at any time before Admission), in
respect of a matter which is material; or (ii) there is a material
breach by the Company and/or the Jersey incorporated subsidiary of
the Company of their respective obligations under the Placing
Agreement, the Subscription and Transfer Agreement or the option
agreement entered into between the Bookrunner and the Company to
give effect to the placing arrangements; or (iii) there has been a
material adverse change in the condition, financial, operational or
otherwise, or in the earnings, management, business affairs,
business prospects or financial prospects of the Company and its
subsidiaries (taken as a whole), whether or not arising in the
ordinary course of business, since the date of the Placing
Agreement; or (iv) the occurrence of a force majeure event as
specified in the Placing Agreement which, in the opinion of the
Bookrunner, acting in good faith and after such consultation with
the Company as shall be practicable in the circumstances, is of
such severity or magnitude as to make it impracticable or
inadvisable to proceed with the Placing.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
its obligations under or pursuant to the Placing Agreement, subject
to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by the Bookrunner of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Bookrunner and that they do not need to make any reference
to Placees and that the Bookrunner shall not have any liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published and
Placees' commitments will be made solely on the basis of the
information contained in this announcement (including this
Appendix) released by the Company today and any information
publicly announced to a RIS by or on behalf of the Company prior to
the date of this announcement and subject to the further terms set
forth in the contract note to be provided to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this announcement (including this Appendix) 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 or the Bookrunner or any other person and neither the
Company nor the Bookrunner nor any of its affiliates 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 or limit the liability of any person for fraudulent
misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. The Bookrunner and the Company reserve the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form 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 for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price 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 that it has in place with the
Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by Panmure Gordon as the Company's agent and Panmure
Gordon will enter its delivery (DEL) 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 2 December 2014 on a
delivery versus payment basis in accordance with the instructions
set out in the trade confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner 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 Bookrunner's account and benefit,
an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) 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
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees shall not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Bookrunner (in their capacity as bookrunner and placing
agent of the Company, in each case as a fundamental term of their
application for Placing Shares), the following:
(a) it has read and understood this announcement, including this
Appendix, in its entirety and that 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 undertakes
not to redistribute or duplicate this announcement;
(b) that no offering document or prospectus has been or will 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 Bookbuild, the Placing or the Placing
Shares;
(c) that the Ordinary Shares in the capital of the Company are
listed on the premium segment of the Official List of the UK
Listing Authority and 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 and that it is able to
obtain or access such information, or comparable information
concerning any other publicly traded company, in each case without
undue difficulty;
(d) that neither the Bookrunner nor the Company nor any of its
affiliates, agents, directors, officers or employees nor any person
acting on behalf of either of them has provided, and none of them
will provide, it with any material regarding the Placing Shares or
the Company or any other person other than this announcement; nor
has it requested the Bookrunner, the Company, nor any of its
affiliates or any person acting on behalf of any of them to provide
it with any such information;
(e) unless otherwise specifically agreed with the Bookrunner,
that it is not and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of Australia, Canada, Japan or South Africa and further
acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of Australia, Canada,
Japan or South Africa and, subject to certain exceptions, may not
be offered, sold, transferred, delivered or distributed, directly
or indirectly, in or into those jurisdictions;
(f) that:
(i) it (I) is not within the United States, has not been in the
United States at the time of any communication regarding the
Placing Shares and will not be within the United States at the time
that any buy order for Placing Shares is originated by it and (II)
is purchasing the Placing Shares in an "offshore transaction" as
defined in Rule 902(h) under the Securities Act;
(ii) it understands that the Placing Shares have not been and
will not be registered under the Securities Act and may not be
reoffered, resold, pledged or otherwise transferred except:
(A) in an offshore transaction complying with Regulation S under the Securities Act; or
(B) pursuant to Rule 144 (if available)
and that, in each case, such offer, sale, pledge or transfer
must be made in accordance with any applicable securities laws of
any state of the United States; and
(iii) it is not within Australia, Canada, Japan, South Africa or
any other jurisdiction in which it is unlawful to make or accept an
offer to acquire the Placing Shares, and it will not offer or sell
such Placing Shares into any such jurisdiction.
(g) that the content of this announcement is exclusively the
responsibility of the Company and that neither the Bookrunner nor
any of its affiliates, agents, directors, officers or employees nor
any person acting on their behalf has or shall have any liability
for any information, representation or statement contained in this
announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any information required to be published by the Company
pursuant to applicable laws (the "Exchange Information") and will
not be liable for any Placee's decision to participate in the
Placing based on any information, representation or statement
contained in this announcement or 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 the Placing Shares is contained in
this announcement and any information previously published by the
Company by notification to a RIS, such information being all that
it deems necessary 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 the Bookrunner or the Company and neither the
Bookrunner nor the Company will be liable for any Placee's decision
to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement. Each
Placee further acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of
the Company in deciding to participate in the Placing. Neither the
Bookrunner, the Company nor any of its affiliates has made any
representations to it, express or implied, with respect to the
Company, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of the Exchange Information, and each of
them express disclaims any liability in respect thereof. Nothing in
this paragraph or otherwise in this announcement excludes the
liability of any person for fraudulent misrepresentation made by
that person;
(h) that it has complied with its obligations under the Criminal
Justice Act 1993, section 118 of the Financial Services and Markets
Act 2000 ("FSMA") 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, the Money
Laundering Regulations 2007 (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;
(i) that it is acting as principal only in respect of the
Placing or, if it is acting for any other person:
(i) it is duly authorised to do so and has full power to make
the acknowledgments, representations and agreements herein on
behalf of each such person; and
(ii) it is and will remain liable to the Company and/or the
Bookrunner 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);
(j) if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, that 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 a member state of the European
Economic Area other than qualified investors, or in circumstances
in which the prior consent of the Bookrunner has been given to the
proposed offer or resale;
(k) that it has not offered or sold and will not offer or sell
any Placing Shares to the public in any member state of the
European Economic Area except in circumstances falling within
Article 3(2) of the Prospectus Directive which do not result in any
requirement for the publication of a prospectus pursuant to Article
3 of that Directive;
(l) 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 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;
(m) that it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
(n) if in a Member State of the European Economic Area, unless
otherwise specifically agreed with the Bookrunner in writing, that
it is a "qualified investor" within the meaning of Article 2(1)(e)
of the Prospectus Directive;
(o) if in the United Kingdom, that it 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 Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (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 this announcement may otherwise lawfully be communicated;
(p) that no action has been or will be taken by either the
Company or the Bookrunner or any person acting on behalf of the
Company or the Bookrunner that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
(q) that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Bookrunner, the Company or any of
its directors, officers, agents, employees or advisers acting in
breach of the legal or regulatory requirements of any jurisdiction
in connection with the Placing;
(r) that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
announcement) and will honour such obligations;
(s) that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein, failing
which the relevant Placing Shares may be sold, on behalf of the
defaulting Placee, by the Bookrunner in its absolute discretion
without liability to such Placee;
(t) 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 that the Bookrunner or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
(u) that the person whom it specifies for registration as holder
of the Placing Shares will be:
(i) itself; or
(ii) its nominee, as the case may be. Neither the Bookrunner nor
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. Each Placee and any person
acting on behalf of such Placee agrees to indemnify the Company and
the Bookrunner in respect of the same on an after-tax basis on the
basis that the Placing Shares will be allotted to the CREST stock
account of Panmure Gordon who will hold them as nominee on behalf
of such Placee until settlement in accordance with its standing
settlement instructions;
(v) that neither the Bookrunner, nor any of its affiliates, nor
any person acting on their behalf, is making any recommendations to
it or, advising it regarding the suitability of any transactions it
may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and
will not be a client of the Bookrunner and that the Bookrunner does
not have any duties or responsibilities to it for providing the
protections afforded to the Bookrunner's clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
(w) that in making any decision to acquire the Placing Shares,
it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing
Shares. It further confirms that it is experienced in investing in
securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing. It further confirms that it relied on
its own examination and due diligence of the Company and its
associates taken as a whole, and the terms of the Placing,
including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of the
Bookrunner;
(x) that in connection with the Placing, the Bookrunner and any
of its affiliates acting as an investor for its own account may
take up Placing Shares in the Company and in that capacity may
retain, purchase or sell for its own account such Placing Shares in
the Company 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. The
Bookrunner does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
(y) that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Bookrunner
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;
(z) that the Company, the Bookrunner and its affiliates and
others will rely upon the truth and accuracy of the
representations, warranties and acknowledgements set forth herein
and which are given to the Bookrunner on its own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises the Company and the Bookrunner 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;
(aa) that it will indemnify on an after-tax basis and hold the
Company and the Bookrunner and its affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
(bb) represents and warrants that it has neither received nor
relied on any inside information concerning the Company in
accepting the invitation to participate in the Placing; and
(cc) if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations.
The foregoing representations, warranties and confirmations are
given for the benefit of the Company as well as the Bookrunner and
are irrevocable. Each Placee, and any person acting on behalf of
the Placee, acknowledges that neither the Company nor the
Bookrunner owes any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as agent) free of stamp duty and stamp duty reserve tax 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 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
Bookrunner will be responsible and the Placees shall indemnify the
Company and the Bookrunner on an after-tax basis for any stamp duty
or stamp duty reserve tax paid by them in respect of any such
arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify the Bookrunner accordingly.
The Company and the Bookrunner are not liable to bear any
transfer taxes that arise on a sale of Placing Shares subsequent to
their acquisition by Placees or for transfer taxes arising
otherwise than under the laws of the United Kingdom. Each Placee
should, therefore, take its own advice as to whether any such
transfer tax liability arises and notify the Bookrunner
accordingly. Furthermore, each Placee agrees to indemnify on an
after-tax basis and hold the Bookrunner and/or the Company and its
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 to the extent that such interest, fines or
penalties arise from the unreasonable default or delay of that
Placee or its agent.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Bookrunner or any of its
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Bookrunner, any money held in an account with the
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 FSMA.
The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from the Bookrunner's money in
accordance with the client money rules and will be used by the
Bookrunner in the course of its own business; and the Placee will
rank only as a general creditor of the Bookrunner.
All times and dates in this announcement may be subject to
amendment by the Bookrunner (in their absolute discretion). The
Bookrunner shall notify the Placees and any person acting on behalf
of the Placees of any changes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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