TIDMCMBN
RNS Number : 6409I
Cambian Group PLC
27 March 2015
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX 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, CANADA, AUSTRALIA, JAPAN, SOUTH
AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH THE SAME WOULD
BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS
ANNOUNCEMENT.
27 March 2015
CAMBIAN GROUP PLC ("CAMBIAN" OR THE "COMPANY")
Proposed placing of new ordinary shares to fund the cash
consideration payable in connection with the acquisition of By the
Bridge
Cambian today announces its intention to raise approximately
GBP26m through a placing of new ordinary shares in the Company (the
"Placing Shares") with institutional investors (the "Placing").
The Placing is being conducted through an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this announcement.
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as
J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and Numis
Securities Limited ("Numis"), are acting as Joint Bookrunners and
Joint Corporate Brokers in connection with the Placing (the
"Bookrunners").
Cambian also announced today the acquisition of By the Bridge,
an independent fostering provider, for an Enterprise Value of
GBP36m from a fund managed by Apposite Capital LLP (the
"Acquisition").
Highlights of the Placing
-- Under the terms of the Placing the Company intends to issue
new ordinary shares, representing approximately 7 per cent. of
Cambian's currently outstanding share capital.
-- The net proceeds of the Placing will be used to repay loans
drawn down under Cambian's bank facilities to fund the cash
consideration payable in connection with the Acquisition. The
continuing bank facilities will provide Cambian with the financial
flexibility to enhance organic investment above existing plans or
to make small bolt on acquisitions; the Cambian Board's intention
is only to pursue such opportunities where they are expected to
meet its required financial returns and to be enhancing to
earnings.
-- The Placing Shares, when issued, will be credited as fully
paid and will rank pari passu in all respects with the existing
ordinary shares of one penny each in the capital of the Company,
including the right to receive all dividends and other
distributions declared, made or paid on or in respect of such
shares after the date of issue, including the dividend of 1.8 pence
per ordinary share payable, subject to shareholder approval at the
Company's forthcoming annual general meeting, to Cambian
shareholders who are on the share register on 7 April 2015.
Details of the Placing
Under the terms of the Placing, Cambian intends to place the
Placing Shares, representing approximately 7 per cent. of the
existing issued ordinary share capital of the Company, with both
existing and new institutional investors. Members of the public are
not entitled to participate in the Placing. The Placing is subject
to the terms and conditions set out in the Appendix to this
announcement (together, this announcement and the Appendix, the
"Announcement").
The Bookbuild will open with immediate effect following this
Announcement. The number of Placing Shares and the price at which
the Placing Shares are to be placed (the "Placing Price") will be
agreed by J.P. Morgan Cazenove, Numis, and Cambian at the close of
the Bookbuild. The timing of the close of the Bookbuild, pricing
and allocations are at the discretion of J.P. Morgan Cazenove,
Numis and Cambian. Details of the Placing Price and the number of
Placing Shares will be announced as soon as practicable after the
close of the Bookbuild.
The Placing is subject to the conditions and termination rights
set out in the placing agreement between Cambian, J.P. Morgan
Cazenove and Numis (the "Placing Agreement"). Further details of
the Placing Agreement can be found in the terms and conditions of
the Placing contained in the Appendix to this announcement
(together, this "Announcement").
The Placing Shares, when issued, will be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of one penny each in the capital of the Company, including
the right to receive all dividends and other distributions
declared, made or paid on or in respect of such shares after the
date of issue, including the dividend of 1.8 pence per ordinary
share payable, subject to shareholder approval at the Company's
forthcoming annual general meeting, to Cambian shareholders who are
on the share register on 7 April 2015.
Applications will be made to the FCA for the Placing Shares to
be admitted to the premium listing segment of the Official List of
the UK Listing Authority (the "Official List") and to trading on
the main market of London Stock Exchange plc (together,
"Admission"). It is expected that settlement for the Placing Shares
and Admission will take place on or around 8.00 a.m. on 1 April
2015. The Placing is conditional upon, amongst other things,
Admission becoming effective and upon the Placing Agreement not
being terminated in accordance with its terms.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the "Important Notices" section of this
Announcement, to the detailed terms and conditions of the Placing
and further information relating to the Bookbuild described in the
Appendix.
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 and to be making such offer on the terms and subject to
the conditions of the Placing contained herein, and to be providing
the representations, warranties, acknowledgements and undertakings
contained in the Appendix.
ENDS
Enquiries:
Cambian Group plc +44 (0) 20 8735 6150
Saleem Asaria, Chief Executive
Andrew Griffith, Chief Financial Officer
J.P. Morgan Cazenove +44 (0) 20 7742 4000
James Mitford
Charles Pretzlik
Numis +44 (0) 20 7260 1000
Michael Meade
James Black
Tulchan Communications +44 (0) 20 7353 4200
Tom Buchanan
Camilla Cunningham
About Cambian
The Cambian Group is one of the UK's leading specialist
behavioural health service providers. Founded in 2004, it has grown
to become a significant partner to the UK Government. The Group's
services have a specific focus on children and adults who present
high severity needs with challenging behaviours and complex care
requirements. Cambian employs approximately 6,800 people across a
portfolio of 286 purpose-designed facilities located in England and
Wales, comprising 26 schools, 38 hospitals, 219 specialist homes
and 3 fostering offices.
About By the Bridge
By the Bridge is an independent fostering provider (IFP)
specialising in therapeutic foster care for 516 children with 346
foster families located mainly in the South of England, the
Midlands, Yorkshire and the North West. By the Bridge places
children and young people into specialist fostering care, providing
a differentiated service due to the significant emphasis placed on
selecting and training foster parents on how best to meet the
challenging needs of their foster children.
Important NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. All offers of the Placing Shares will be made pursuant to
an exemption under Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU (the "2010 PD Amending Directive"),
to the extent implemented, and including any relevant implementing
measure, in the relevant member state of the European Economic Area
("EEA")) (the "Prospectus directive"), from the requirement to
produce a prospectus for offers of the Placing Shares. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS
ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT PERSONS WHO ARE: (A) Persons in an EEA member state which
has implemented the Prospectus Directive (a "Relevant Member
State"), under the following exemptions under the Prospectus
Directive, if and to the extent they have been implemented in that
Relevant Member State: (i) to any legal entity which is a
"qualified investor" as defined in the Prospectus Directive; (ii)
to fewer than 100 or, if the Relevant Member State has implemented
the relevant provision of the 2010 PD Amending Directive, 150,
natural or legal persons (other than qualified investors as defined
in the Prospectus Directive), as permitted under the Prospectus
Directive; or (iii) in any other circumstances which do not require
the publication by the Company of a prospectus pursuant to Article
3 of the Prospectus Directive, provided that no such offer to the
public shall result in a requirement for the publication by the
Company or the BOOKRUNNERS of a prospectus pursuant to Article 3 of
the Prospectus Directive; AND (B) (I) INVESTMENT PROFESSIONALS
FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, (THE "ORDER"); OR (II)
HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
The distribution of this Announcement and the offering, placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Bookrunners or any of their respective affiliates that would permit
an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Bookrunners
to inform themselves about and to observe any such restrictions.
The information contained 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 any information contained in this Announcement in
whole or in part is unauthorised.
This announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an
offer to buy, subscribe for or otherwise acquire securities in any
jurisdiction in which any such offer or solicitation would be
unlawful. Any failure to comply with this restriction may
constitute a violation of the securities laws of such
jurisdictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia,
South Africa, Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is
being made in any such jurisdiction.
In particular, the securities of Cambian Group plc (including
the Placing Shares) have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act"),
or under the applicable securities laws or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and, accordingly, the Placing Shares may not be
offered, sold, pledged or transferred, directly or indirectly,
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any relevant state or
jurisdiction of the United States.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
This document is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000 ("FSMA") by, a person authorised under FSMA.
This document is being distributed and communicated to persons in
the UK only in circumstances in which section 21(1) of FSMA does
not apply.
By participating in the Bookbuild and the Placing, Placees 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 herein.
This Announcement contains (or may contain) certain statements
containing "forward-looking statements" with respect to certain of
the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic
initiatives, objectives and results. Forward-looking statements
sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek",
"may", "could", "outlook" or other words of similar meaning. These
statements reflect the directors' beliefs and expectations, but, by
their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances
which are beyond the control of the Company, including, amongst
other things, UK domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings, the
effect of operational risks and the loss of key personnel. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made herein by or on behalf of the
Company speak only as of the date they are made. Except as required
by applicable law or regulation, the Company expressly disclaims
any obligation or undertaking to publish any updates or revisions
to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove, and which is authorised
by the Prudential Regulation Authority and regulated in the United
Kingdom by the FCA, is acting for the Company in connection with
the Placing and no-one else and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of J.P. Morgan Securities plc nor for providing advice in
relation to the Placing or any other matter referred to in this
Announcement.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company in
connection with the Placing and no-one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Numis Securities Limited nor for
providing advice in relation to the Placing or any other matter
referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Bookrunners or by any of their
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.
The price of shares and any income expected from them may go
down as well as up, and upon disposal of the shares investors may
not get back the full amount invested. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange. Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this
Announcement.
In this Announcement, "Placee" includes a person (including
individuals, funds or others) on whose behalf a commitment to
acquire Placing Shares has been given.
Appendix - Terms and conditions of THE placing
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances in which
section 21(1) of FSMA does not apply.
The Placing Shares referred to in this Announcement have not
been and will not be registered under the Securities Act, or under
the applicable securities laws or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or transferred, directly or
indirectly, within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant state or jurisdiction of the United
States.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The distribution of this Announcement and the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Bookrunners or any of their respective affiliates that would permit
an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Bookrunners
to inform themselves about and to observe any such
restrictions.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important notices" section of this Announcement.
By participating in the Bookbuild and the Placing, Placees 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 herein. In particular,
each such Placee represents, warrants and acknowledges (amongst
other things), that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in a Relevant Member State
who acquires any Placing Shares pursuant to the Placing:
(A) it is a Qualified Investor; and
(B) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive,
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of the Bookrunners has been given to the offer or
resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such persons;
and
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the acknowledgements, representations and
agreements contained in this Announcement; and
4. it (and any account referred to in paragraph 3 above) is
either (i) outside the United States acquiring the Placing Shares
in "offshore transactions" as defined in, and in accordance with,
Regulation S under the Securities Act ("Regulation S") or (ii) a
"qualified institutional buyer" as defined in Rule 144A under the
Securities Act ("Rule 144A").
Each Placee (and any person acting on such Placee's behalf)
subscribing for Placing Shares located in the United States (the
"U.S. Placees") shall make specific representations, warranties and
acknowledgements pursuant to a U.S. investor representation letter
in a form received from one of the Bookrunners.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing and
the Placees' commitments will be made solely on the basis of the
information contained in this Announcement and the announcement of
the Acquisition (the "Acquisition Announcement"). Each Placee, by
participating in the Placing, agrees that it has neither received
nor relied on any other information, representation, warranty or
statement made by or on behalf of the Bookrunners or the Company,
and none of the Bookrunners, the Company, any person acting on such
person's behalf or any of their affiliates has or shall have any
liability for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Each Bookrunner has entered into the Placing Agreement with the
Company under which it has undertaken, on the terms and subject to
the conditions set out in the Placing Agreement, to use all
reasonable endeavours to procure Placees for the Placing
Shares.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
ordinary shares of one penny per share in the capital of the
Company, including the right to receive all dividends and other
distributions declared, made or paid in respect of such ordinary
shares after the date of issue of the Placing Shares including the
dividend of 1.8 pence per ordinary share payable, subject to
shareholder approval at the Company's forthcoming annual general
meeting, to Cambian shareholders who are on the share register on 7
April 2015.
The Company will allot and issue the Placing Shares on a
non-pre-emptive basis to the Placees in consideration for J.P.
Morgan Cazenove transferring its holdings of redeemable preference
shares in Presidio Funding Limited to the Company. Accordingly,
instead of receiving cash as consideration for the issue of Placing
Shares, at the conclusion of the Placing, the Company will own the
redeemable preference shares of Presidio Funding Limited.
Lock up
As part of the Placing, the Company has agreed that it will not
issue or sell any ordinary shares for a period of 90 days after
Admission without the prior written consent of the Bookrunners.
This agreement is subject to the customary exception of granting
options under, and allotting and issuing ordinary shares pursuant
to options granted under, the Company's existing share option
schemes, or any issue of shares related to employee share
schemes.
Application for admission to listing and trading
Application will be made to the FCA for admission of the Placing
Shares to the premium listing segment of the Official List and to
the London Stock Exchange for admission to trading of the Placing
Shares on the London Stock Exchange's main market for listed
securities.
It is expected that Admission will take place at or before 8.00
a.m. on 1 April 2015 and that dealings in the Placing Shares on the
London Stock Exchange's main market for listed securities will
commence at the same time.
Bookbuild
The Bookrunners will today commence the Bookbuild to determine
demand for participation in the Placing by Placees. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Bookrunners and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Principal terms of the Bookbuild and Placing
1. J.P. Morgan Cazenove and Numis are acting as Bookrunners to
the Placing, as agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Bookrunners to
participate. The Bookrunners and their affiliates are entitled to
enter bids in the Bookbuild.
3. Following the Bookbuild, the Banks, in agreement with the
Company, will establish the Placing Price payable to the
Bookrunners by all Placees whose bids are successful. The Placing
Price and the aggregate proceeds to be raised through the Placing
will be agreed between the Bookrunners and the Company following
completion of the Bookbuild and any discount to the market price of
the ordinary shares of the Company will be determined in accordance
with the Listing Rules, as published by the FCA pursuant to Part VI
of FSMA. The Placing Price will be announced through an
announcement (the "Placing Results Announcement") on a Regulatory
Information Service following the completion of the Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at J.P. Morgan Cazenove
or Numis. Each bid should state the number of shares in the Company
which a prospective Placee wishes to acquire at either the Placing
Price which is ultimately established by the Company and the
Bookrunners or at prices up to a price limit specified in its bid.
Bids may be scaled down by the Bookrunners on the basis referred to
in paragraph 9 below. Each of the Bookrunners is arranging the
Placing severally, and not jointly, or jointly and severally, as
agent of the Company.
5. The Bookbuild is expected to close no later than 4.30 p.m.
(London time) on 27 March 2015 but may be closed earlier or later
at the discretion of the Bookrunners. The Bookrunners may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right to reduce or
seek to increase the amount to be raised pursuant to the Placing,
in its discretion.
6. Each Placee's allocation will be determined by the
Bookrunners and will be confirmed orally by the relevant Bookrunner
as soon as practicable following the close of the Bookbuild. The
relevant Bookrunner's oral confirmation of an allocation will give
rise to a legally binding commitment by the Placee concerned, in
favour of the relevant Bookrunner and the Company, under which it
agrees to acquire the number of Placing Shares allocated to it on
the terms and subject to the conditions set out in this Appendix
and the Company's articles of association.
7. Each prospective Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by one of the
Bookrunners. The terms of this Appendix will be deemed incorporated
therein.
8. Subject to paragraphs 4 to 6 above, the Bookrunners may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at their discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as they may determine or be directed. The Bookrunners may also,
notwithstanding paragraphs 4 to 6 above, subject to the prior
consent of the Company (a) allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time and (b) allocate Placing Shares after the Bookbuild has closed
to any person submitting a bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Bookrunner's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bookrunner, to pay to it (or as it
may direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to acquire and the Company has agreed to allot and issue to
that Placee.
10. Except as required by law or regulation, no press release or
other announcement will be made by the 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.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
13. 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.
14. To the fullest extent permissible by law, none of the
Bookrunners nor any of their affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of the Bookrunners nor
any of their affiliates shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of the
Bookrunners' conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Bookrunners and the Company may
agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note or electronic confirmation which will
confirm the number of Placing Shares allocated to them, the Placing
Price and the aggregate amount owed by them to the relevant
Bookrunner. Each Placee will be deemed to agree that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions which they have in place with the relevant
Bookrunner.
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system. Settlement
through CREST will be on 1 April 2015 on a T+3 basis unless
otherwise notified by the Bookrunners (the "Settlement Date").
Settlement will be on a delivery versus payment basis. However, in
the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and the Bookrunners may agree that the Placing
Shares should be issued in certificated form. The Bookrunners
reserve the right to require settlement for the Placing Shares, and
to deliver the Placing Shares to Placees, by such other means as
they deem necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with
regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentage points above prevailing LIBOR as
determined by the Bookrunners.
If Placees do not comply with their obligations the relevant
Bookrunner may sell their Placing Shares on their behalf and retain
from the proceeds, for its own account and benefit, an amount equal
to the Placing Price of each share sold plus any interest due.
Placees will, however, remain liable for any shortfall below the
Placing Price and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note is copied and delivered immediately to
the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to UK stamp duty or stamp duty reserve tax. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Bookrunners under the Placing Agreement
are, and the Placing is, conditional on, amongst other things:
(a) the Company allotting, subject only to Admission and the
Placing Agreement not having been terminated prior to Admission,
the Placing Shares in accordance with the Placing Agreement;
and
(b) Admission having become effective at or before 8.00 a.m. on
1 April 2015, or such later time and/or date (being not later than
3.00 p.m. on 8 April 2015) as the Bookrunners may agree in
writing.
If any of the conditions set out in the Placing Agreement is not
fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and the Bookrunners may agree), or
the Placing Agreement is terminated in accordance with its terms
(as to which, see the "Termination of the Placing" section below),
the Placing will lapse and the Placee's rights and obligations
shall cease and determine at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations cease and determine only in the
circumstances described above and under "Termination of the
Placing" below and its participation will not be capable of
rescission or termination by it.
The Bookrunners may, at their discretion and upon such terms as
they think fit, waive fulfilment of all or any of the conditions in
the Placing Agreement or extend the time provided for fulfilment of
any such conditions in respect of all or any part of the
performance thereof, save that certain conditions including the
condition relating to Admission referred to above may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
Neither the Bookrunners nor any of their affiliates nor the
Company shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision any of them may make as to whether or not
to waive or to extend the time and/or date for the satisfaction of
any condition to the Placing nor for any decision any of them may
make as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of
the Bookrunners and the Company.
Termination of the Placing
The Bookrunners may by notice in writing to the Company
terminate the Placing Agreement on behalf of all parties at any
time up to and including Admission in certain circumstances,
including a breach of the warranties given to the Bookrunners or
the occurrence of a force majeure event.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and determine
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Bookbuild, each Placee agrees with the
Company and the Bookrunners that the exercise by the Company or the
Bookrunners of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or the Bookrunners (as the case may be),
and that neither the Company nor the Bookrunners need make any
reference to such Placee and that none of the Company, the
Bookrunners and their respective affiliates shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" above,
and its participation will not be capable of rescission or
termination by it after oral confirmation by the Bookrunners
following the close of the Bookbuild.
Representations and further terms
By submitting a bid in the Bookbuild, each prospective Placee
(and any person acting on such Placee's behalf) represents,
warrants, acknowledges and agrees (for itself and for any such
prospective Placee) that:
1. it has read this Announcement in its entirety and that its
purchase of the Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained
herein;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document has been or will be prepared in
connection with the Placing;
3. the Company's ordinary shares are admitted to the premium
listing segment of the Official List, and that the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of the FCA,
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
4. none of the Bookrunners, the Company, any of their affiliates
or any person acting on behalf of any of them has provided, nor
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 Bookrunners, the Company, any of their
affiliates or any person acting on behalf of any of them to provide
it with any such information;
5. none of the Bookrunners, any of their affiliates or any
person acting on behalf of them has or shall have any liability for
any information contained in this Announcement, the Acquisition
Announcement or for any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
6. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on the
information provided in this Announcement or the Acquisition
Announcement, (ii) the Bookrunners and the Company (or any of their
respective affiliates) have not made any representation to it,
express or implied, with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of any
information contained in this Announcement, the Acquisition
Announcement or otherwise and (iii) it has conducted its own
investigation of the Company, the Placing and the Placing Shares,
satisfied itself that the information resulting from such
investigation is still current and relied on that investigation for
the purposes of its decision to participate in the Placing;
7. the content of this Announcement is exclusively the
responsibility of the Company and that none of the Bookrunners, any
of their affiliates or any persons acting on their behalf is
responsible for or has or shall have any liability for any
information or representation relating to the Company contained in
this Announcement or the Acquisition Announcement nor will they be
liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement
contained in this Announcement, the Acquisition Announcement or
otherwise.
8. it and/or each person on whose behalf it is participating is
not, and at the time the Placing Shares are acquired will not be, a
resident of Australia, Canada, South Africa or Japan;
9. it and the prospective beneficial owner of the Placing Shares
is, and at the time the Placing Shares are acquired will be, either
(i) outside the United States acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S or (ii) a "qualified institutional buyer" as defined
in Rule 144A;
10. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold, resold, pledged or transferred, directly or
indirectly, in or into the United States except pursuant to an
effective registration statement under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for any subsequent reoffer,
resale, pledge or transfer of the Placing Shares;
11. if it is a U.S. Placee, it further acknowledges, represents,
warrants, undertakes, confirms and/or agree (as the case may be) as
follows:
(A) that the Placing Shares have not been, and will not be,
registered under the Securities Act, or with any state or other
jurisdiction of the United States, and that the Placing Shares may
not be reoffered, resold, pledged or otherwise transferred except
(i) pursuant to a registration statement which has been declared
effective under the Securities Act; (ii) outside the United States
of America pursuant to Rule 903 or Rule 904 of Regulation S; (iii)
in accordance with Rule 144A to a person that it and any person
acting on its behalf reasonably believe is a QIB purchasing for its
own account or for the account of a QIB to whom notice is given
that the offer, sale or transfer is being made in reliance on Rule
144A; (iv) pursuant to Rule 144 under the Securities Act (if
available); or (v) to the Company, and in each case in accordance
with all applicable securities laws of the states of the United
States of America and any other relevant jurisdiction. It accepts
the Placing Shares subject to these restrictions. It also
understand that no representation can be made as to the
availability of the exemption provided by Rule 144 for resales of
interests in the Placing Shares;
(B) it is not purchasing the Placing Shares as a result of any
general solicitation or general advertising (within the meaning of
Rule 502(c) under the Securities Act) or any directed selling
efforts (within the meaning of Regulation S);
(C) it (and any account for which it is purchasing) is acquiring
the Placing Shares for investment purposes, and not with a view to
distribution within the meaning of the United States federal
securities laws;
(D) it agrees that for so long as the Placing Shares are
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act, it will not deposit such shares in any
unrestricted depositary facility established or maintained by a
depositary bank;
(E) it is a QIB, acquiring Placing Shares for its own account,
or for the account of one or more QIBs (for each of whom it is
acting as duly authorised agent), and is aware that the sale of the
Placing Shares is being made in reliance on an exemption from the
registration requirements of the Securities Act; and
(F) understands that the Placing Shares are being issued to it
either through CREST or in certificated, definitive form and
acknowledges and agrees that the Placing Shares will, to the extent
they are delivered in certificated form, bear a legend to the
following effect unless agreed otherwise with the Company:
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES
LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR
(C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT TO A PERSON REASONABLY BELIEVED
TO BE A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A; (D) PURSUANT
TO RULE 144, IF AVAILABLE, OR (D) TO THE COMPANY AND, IN EACH CASE,
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED
INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF
SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER,
BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS
AND AGREES TO THE FOREGOING RESTRICTIONS."
12. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale, nor will a prospectus be approved in respect of any
of the Placing Shares under the applicable securities laws or with
any securities regulatory authority of the United States, or any
state or other jurisdiction of the United States, Australia,
Canada, South Africa or Japan and, subject to certain exceptions,
may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within the United States,
Australia, Canada, South Africa or Japan;
13. it and/or each person on whose behalf it is participating:
(A) is entitled to acquire Placing Shares pursuant to the
Placing under the laws of all relevant jurisdictions;
(B) has fully observed such laws;
(C) 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
(D) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) to enable it
to enter into the transactions contemplated hereby and to perform
its obligations in relation thereto;
14. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
15. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
16. none of the Bookrunners, their respective affiliates and any
person acting on behalf of any of them is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of any of the Bookrunners and that the
Bookrunners have no duties or responsibilities to it for providing
the protections afforded to their clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
17. it will make payment to the Bookrunners in accordance with
the terms and conditions of this Announcement on the due times and
dates set out in this Announcement, failing which the relevant
Placing Shares may be placed with others on such terms as the
Bookrunners determines;
18. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
19. no action has been or will be taken by any of the Company,
the Bookrunners or any person acting on behalf of the Company or
the Bookrunners that would, or is intended to, permit a public
offer of the Placing Shares in the United States or in any country
or jurisdiction where any such action for that purpose is
required;
20. the person who it specifies for registration as holder of
the Placing Shares will be (i) the Placee or (ii) a nominee of the
Placee, as the case may be. The Bookrunners and the Company will
not be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
It agrees to acquire Placing Shares pursuant to the Placing on the
basis that the Placing Shares will be allotted to a CREST stock
account of the Bookrunners who will hold them as nominee on behalf
of the Placee until settlement in accordance with its standing
settlement instructions with it;
21. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
22. it and any person acting on its behalf falls within Article
19(5) and/or 49(2) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended, and 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;
23. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom prior to Admission
except to persons whose ordinary activities involve them in
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 FSMA;
24. it is a qualified investor as defined in section 86(7) of
FSMA, being a person falling within Article 2.1(e) of the
Prospectus Directive;
25. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
26. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of FSMA in
respect of anything done in, from or otherwise involving the United
Kingdom);
27. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other
than qualified investors, or in circumstances in which the prior
consent of the Bookrunners has been given to the offer or
resale;
28. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the European Economic Area prior to
Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in any member state of the European
Economic Area within the meaning of the Prospectus Directive (which
means Directive 2003/71/EC, as amended, and includes any relevant
implementing measure in any member state);
29. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Criminal Justice Act 1993, the Terrorism Act
2000, and the Money Laundering Regulations 2007 and any related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (the "Regulations") and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
30. its commitment to acquire Placing Shares on the terms set
out herein will continue notwithstanding any amendment that may in
future be made to the terms and conditions of the Placing and that
Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or the
Bookrunners' conduct of the Placing;
31. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It is experienced
in investing in securities of this nature, and is aware that it may
be required to bear, and is able to bear, the economic risk of, and
is able to sustain, a complete loss in connection with the Placing;
it has relied upon its own examination and due diligence of the
Company and its affiliates taken as a whole, and the terms of the
Placing, including the merits and risks involved;
32. the Company, the Bookrunners and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to each Bookrunner
on its own behalf and on behalf of the Company and are
irrevocable;
33. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has not
(i) dealt in the securities of the Company, (ii) encouraged or
required another person to deal in the securities of the Company,
or (iii) disclosed such information to any person, prior to the
information being made publicly available;
34. in connection with the Placing, the Bookrunners and any of
their 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 Bookrunners do
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;
35. the Placing Shares will be issued subject to the terms and conditions of this Appendix; and
36. these terms and conditions of the Placing and any agreements
entered into by it pursuant to these terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity
or termination of such contract or relating to any non-contractual
or other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or the Bookrunners in any jurisdiction in which the relevant Placee
is incorporated or in which any of its securities have a quotation
on a recognised stock exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, each of the Bookrunners and each of their respective
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 given by the Placee
in this Appendix and further agrees that the provisions of this
Appendix shall survive after completion of the Placing.
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 in the
United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct
by the Company. Such agreement assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the
settlement related to other dealings in the Placing Shares, stamp
duty or stamp duty reserve tax may be payable, for which neither
the Company nor the Bookrunners would be responsible. If this is
the case, it would be sensible for Placees to seek independent
advice and they should notify the Bookrunners accordingly. In
addition, Placees should note that they will be liable for any
capital duty, stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable outside the United Kingdom 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 and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-UK stamp, registration, documentary,
transfer or similar taxes or duties undertakes to pay such taxes
and duties, including any interest and penalties (if applicable),
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Bookrunners in the event that either
the Company and/or the Bookrunners have incurred any such liability
to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the
Bookrunners for themselves and on behalf of the Company and are
irrevocable.
The Bookrunners are acting exclusively for the Company and no
one else in connection with the Bookbuild and the Placing, and the
Bookrunners will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to their clients or for providing advice in relation to
the Bookbuild or the Placing or any other matters referred to in
this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Bookrunners do not owe 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 either of the Bookrunners may (at
their absolute discretion) satisfy its obligations to procure
Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or
associated person to do so.
Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
All times and dates in this Announcement may be subject to
amendment. The Bookrunners will notify Placees and any persons
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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