EVRA Everarc Holdings Limited

TIDMEVRA

RNS Number : 9492Z

EverArc Holdings Limited

15 January 2020

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OR THE SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.

EverArc Holdings Limited

15 January 2020

Proposed Placing of up to 6.8 million New Ordinary Shares

EverArc Holdings Limited ("EverArc" or the "Company"), a British Virgin Islands company founded by William N. Thorndike Jr, W. Nicholas Howley, Tracy Britt Cool, Vivek Raj and Haitham Khouri (the "Founders") announces today the launch of a proposed placing (the "Placing") with institutional investors and certain accredited investors of up to 6.8 million new ordinary shares of no par value in the capital of EverArc (the "Placing Shares"). The net proceeds of the Placing will be used by the Company to pursue its objective of acquiring a target company or business, as detailed in the prospectus published by the Company on 12 December 2019 (the "Prospectus"). The number of Placing Shares to be issued by the Company will not exceed 19.99% of the existing issued share capital of the Company.

The price per Placing Share will be determined by way of an accelerated bookbuilding process. The bookbuilding period will commence immediately after this announcement and may close at any time on short notice. The results of the Placing, including the number of Placing Shares to be sold and the price per Placing Share, will be announced as soon as practicable after the closing of the bookbuilding process.

Morgan Stanley & Co. International plc ("Morgan Stanley") and UBS AG London Branch ("UBS") are acting as Joint Bookrunners to EverArc in connection with the Placing.

To permit the Placing, Morgan Stanley and UBS have waived the 180 day lock-up arrangement in relation to issuances of new equity imposed upon EverArc at the time of its IPO in December 2019. Upon successful completion of the Placing, the Company will be subject to a similar lock-up for a period of 180 days, subject to certain exceptions, including undertaking any actions in connection with an acquisition.

Appendix A (which forms part of this announcement) sets out further information relating to the bookbuilding process and the terms and conditions of the Placing.

For further information please contact:

 
 Morgan Stanley:       +44 (0)20 7425 8000 
 Angus Millar 
  Emma Whitehouse 
  Daniel McCullough 
 
 UBS                   +44 (0) 20 7568 0000 
 Gareth McCartney 
  Thomas Raynsford 
  Alex Bloch 
 

The persons responsible for making this announcement on behalf of the Company are W. Nicholas Howley and William N. Thorndike, Jr., the Co-Chairmen of the Company.

Important Notices

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any jurisdiction including the United States, Australia, Canada or Japan. The Placing Shares have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Canada, Australia or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act, under the securities legislation of any state or territory or jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan.

The Placing Shares are being offered outside the United States in offshore transactions within the meaning of and in accordance with the safe harbour from the registration requirements provided by Regulation S under the Securities Act. The Placing Shares are being offered within the United States only to certain "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act or to persons reasonably believed to be qualified institutional buyers, in reliance on Rule 144A under the Securities Act or another exemption from, or in a transaction not subject to the registration requirements of the Securities Act.

This announcement does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of all publicly available information relating to EverArc and its listed securities. The information contained in this announcement is for background purposes only. It is not the purpose of this announcement to provide, and you may not rely on this announcement as providing, a complete and comprehensive analysis of the Company's financial or commercial position or prospects.

This announcement and the Placing are and will be only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation 2017/1129 as amended) ("Qualified Investors"). In the United Kingdom, this announcement and the Placing are directed only at Qualified Investors who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2) of the Order, and other persons to whom it may lawfully be communicated. Under no circumstances should persons of any other description rely or act upon the contents of this announcement.

The date of admission of the Placing Shares may be influenced by things such as market conditions. There is no guarantee that admission of the Placing Shares will occur and you should not base your financial decisions on the Company's intentions in relation to admission of the Placing Shares. Securities to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering an investment in such securities should consult an authorised person specialising in advising on such securities. This announcement does not constitute a recommendation concerning the Placing. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned. Past performance is not a guide to future performance.

The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Morgan Stanley & Co. International plc ("Morgan Stanley") is authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA in the United Kingdom. UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland and authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. Morgan Stanley and UBS are acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any transaction, arrangements or other matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Morgan Stanley or UBS by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, each of Morgan Stanley, UBS and their respective affiliates accepts no responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification. Morgan Stanley, UBS and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or its contents otherwise arising in connection herewith.

Information contained in this announcement may include 'forward-looking statements'. All statements other than statements of historical facts included herein, including, without limitation, those regarding the intentions, beliefs or current expectations of the Company, the Directors or the Founders concerning, among other things, the Company's objective, acquisition strategies or opportunities, financing, financial condition, capital resources, prospects and capital appreciation of its securities are forward-looking statements. 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.

Forward-looking statements are not guarantees of future performance. The Company's actual performance, financial condition and the development of its acquisition and financing strategies may differ materially from the forward-looking statements contained in this document. In addition, even if the Company's actual performance, financial condition and the development of its acquisition and financing strategies 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.

Information to Distributors

Solely for the purposes of the product governance requirements of Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II") and local implementing measures, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the securities the subject of the Placing have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities.

Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.

APPIX A

PLACING TERMS AND CONDITIONS

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) AND THE TERMS AND CONDITIONS SET OUT IN THIS APPIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EEA) WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129, AS AMED FROM TIME TO TIME) (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND (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; OR (C) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS APPIX 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 APPIX 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 APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE SECURITIES ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" (QIBs) AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND TO "ACCREDITED INVESTORS" (AIs) AS WITHIN THE MEANING OF RULE 501(A) OF REGULATION D PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

Persons who are located outside of the United States and who are invited to and who choose to participate in the Placing and by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the Non-US 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 Non-US Placee represents, warrants and acknowledges that:

(a) it is a Relevant Person (as defined above) and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

(b) in the case of a Relevant Person in a member state of the EEA who subscribes for any Placing Shares pursuant to the Placing it is a Qualified Investor;

(c) it is subscribing for the Placing Shares for its own account or is subscribing for 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 representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement;

(d) it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix;

(e) it is and, at the time the Placing Shares are subscribed for, will be outside the United States and is acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 of Regulation S under the Securities Act, and it is acquiring beneficial interests in the Placing Shares for its own account or, if acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account; and

(f) if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, that any Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to each such proposed offer or resale.

Each Placee located in the United States (the US Placees) shall make specific representations, warranties and acknowledgements pursuant to a US investor letter (the US Investor Letter) delivered by a Bookrunner. The Company and the Bookrunners will rely upon the truth and accuracy of representations, warranties, acknowledgements and agreements made pursuant to the US Investor Letter.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission or 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 unlawful.

The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. Any offering to be made in the United States will be made to a limited number of QIBs and AIs pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering.

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 or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction outside the United Kingdom.

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 the Placing Shares

UBS AG, London Branch and Morgan Stanley & Co. International plc (together, the Bookrunners) have entered into a placing agreement (the Placing Agreement) with the Company under which they have severally and not jointly or jointly and severally agreed as agents for the Company to use their respective reasonable endeavours to procure Placees to take up the Placing Shares, on the terms and subject to the conditions set out therein. Subject to the execution of a pricing agreement setting out the final number of Placing Shares to be issued and the final Placing Price (as defined below), following completion of the Bookbuilding Process (as defined below) (the Pricing Agreement), if any such Placee defaults in paying the Placing Price in respect of any Placing Shares allotted to it, the Bookrunners have agreed to subscribe for such shares, and the Company has agreed to allot or issue, as applicable, such shares to the Bookrunners at the Placing Price, on and subject to the terms set out in the Placing Agreement.

The new ordinary shares in the Company to be issued in the Placing (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 no par value in the capital of the Company (Ordinary Shares), including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.

Applications for listing and admission to trading

Applications will be made to the Financial Conduct Authority (the FCA) for admission of the Placing Shares to the Official List of the FCA, and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities.

It is expected that Admission of the Placing Shares will become effective at or around 8:00am, on 20 January 2020, and that dealings in the Placing Shares will commence at that time.

The Bookrunners will today commence the bookbuilding process in respect of the Placing (the Bookbuilding Process) 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 Bookbuilding Process as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1. The Bookrunners are arranging the Placing severally and not jointly or jointly and severally as Bookrunners and agents of the Company. Participation will only be available to persons who may lawfully be, and are, invited to participate by any of the Bookrunners. Each of the Bookrunners and their respective affiliates are entitled to place orders as principal in the Bookbuilding Process.

2. The Bookbuilding Process, if successful, will establish a single price payable in respect of the Placing Shares which shall be not less than USD10.00 per Placing Share (the Placing Price) to the Bookrunners by all Placees whose orders are accepted (subject to paragraph 5 below). 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 Bookbuilding Process. The Placing Price and the number of Placing Shares to be issued will be announced on a Regulatory Information Service following the completion of the Bookbuilding Process.

3. To place an order in the Bookbuilding Process, Placees should communicate their order to their usual sales contact at one of the Bookrunners. Each order should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price ultimately established by the Company and the Bookrunners or at prices up to a price limit specified in its order. Orders may be scaled down by the Bookrunners on the basis referred to in paragraph 5 below.

4. The Bookbuilding Process is expected to close no later than 5:00 p.m. (London time) on 16 January 2020 but may be closed earlier or later at the discretion of the Company and the Bookrunners. The Bookrunners may, in agreement with the Company, accept orders that are received after the Bookbuilding Process has closed.

5. The Bookrunners may choose to accept orders, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale back any orders for this purpose on such basis as they may determine. The Company reserves the right (upon agreement with the Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, at its absolute discretion. The acceptance of the orders shall be at the relevant Bookrunner's absolute discretion, subject to agreement with the Company.

6. Each Placee's allocation will be confirmed to Placees orally by the relevant Bookrunner following the close of the Bookbuilding Process, and a trade confirmation will be dispatched as soon as possible thereafter. The relevant Bookrunner's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Bookrunner and the Company, under which such Placee agrees to subscribe for the number of Placing Shares allocated to it and to pay the relevant Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's corporate documents.

7. The Company will make a further announcement following the close of the Bookbuilding Process, detailing the total proceeds raised and the price at which the Placing Shares have been placed.

8. Subject to completion of the Bookbuilding Process, the Bookrunners will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares.

9. An order in the Bookbuilding Process 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 also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bookrunner, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares for which such Placee has agreed to subscribe. Each Placee's obligations will be owed to the relevant Bookrunner.

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 pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

12. All obligations of the Bookrunners under the Bookbuilding Process and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to Terminate Under the Placing Agreement".

13. By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

14. To the fullest extent permissible by law, neither the Bookrunners, the Company nor any of their respective affiliates shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) in respect of the Placing or any matter or matters related thereto. In particular, none of the Bookrunners, the Company nor any of their respective affiliates shall have any responsibility or liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the Bookbuilding Process, or of such alternative method of effecting the Placing as the Bookrunners, their respective affiliates 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 Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:

(a) the Company having complied with all of its obligations under the Placing Agreement and in connection with the Placing to the extent the same fall to be performed or satisfied prior to Admission;

(b) the warranties given by the Company to the Bookrunners in the Placing Agreement with respect to the Placing being true and accurate and not misleading in any respect at (inter alia) the date of the Placing Agreement and the date of Admission, as though, in each case, they had been given and made on such dates and times by reference to the facts and circumstances then subsisting;

(c) no matter having arisen prior to Admission which would require the publication of a prospectus under the Prospectus Regulation;

(d) in the opinion of the Bookrunners, acting in good faith, there having been no material adverse change in or affecting the condition (financial, operating, legal or otherwise) or in the earnings, management, business affairs, solvency, credit ratings or prospects, of the Company, whether or not foreseeable at the date of the Placing Agreement;

(e) the publication by the Company of the results of the Placing by way of Regulatory Information Service following the execution of the Pricing Agreement;

(f) the Company allotting and issuing, subject only to Admission, the Placing Shares in accordance with the terms of the Placing Agreement; and

(g) Admission occurring by not later than 8:00am on 20 January 2020 (or such later time and/or date as the Company and the Bookrunners may agree in writing).

If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Bookrunners by the respective time or date where specified (or such later time or date as the Company and the Bookrunners may agree) or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

The Bookrunners may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the above conditions relating to Admission taking place, the publication of the placing results announcement and the Company allotting and/or issuing, as applicable, the relevant Placing Shares may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Right to Terminate Under the Placing Agreement

The Bookrunners are entitled, at any time before Admission, to terminate the Placing Agreement with respect to the Placing in accordance with the terms of the Placing Agreement in certain circumstances, including, inter alia, on: (i) a breach by the Company of the representations, warranties and undertakings given by the Company in the Placing Agreement with respect to the Placing, (ii) a failure of the Company to comply with any of its obligations in the Placing Agreement; (iii) a material adverse change in or affecting the condition (financial, operating, legal or otherwise) or in the earnings, management, business affairs, solvency, credit ratings or prospects, of the Company; or (iv) on a (a) any change in the financial markets in the United States, the United Kingdom, the British Virgin Islands, any member state of the EEA or the international financial markets, any outbreak of hostilities or escalation thereof, any act of terrorism or war or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, exchange rates or exchange controls, (b) suspension of, or occurrence of limitations to, trading in any securities of the Company by the FCA or the London Stock Exchange or any exchange or over the counter market, or of trading generally on the New York Stock Exchange, the NASDAQ Stock Market or the London Stock Exchange has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of such exchanges or by such system or by order of the SEC, the National Association of Securities Dealers, Inc., the Financial Industry Regulatory Authority or any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in the United Kingdom or in the British Virgin Islands or in any member state of the European Economic Area, (c) any actual or prospective adverse change in United States or United Kingdom or British Virgin Islands taxation affecting the Placing Shares or in each case the transfer thereof or exchange controls have been imposed by the United States, the United Kingdom, the British Virgin Islands or a member state of the EEA, or (d) declaration of a banking moratorium by the United States, the United Kingdom or British Virgin Islands, a member state of the EEA or New York State authorities, in each case the effect of which is such as to make it, in the sole opinion of the Bookrunners (acting in good faith), impracticable or inadvisable to market the Placing Shares or to proceed with Admission or to enforce contracts for the sale of the Placing Shares.

By participating in the Placing, Placees agree that the exercise by any Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Bookrunner and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

Lock-up

The Company has undertaken to the Bookrunners that, for a period of 180 days following Admission, it will not, without the prior written consent of the Bookrunners, undertake any consolidation or sub-division of its share capital or any capitalisation issue, directly or indirectly, allot, offer, issue, lend, sell, pledge or contract to sell or issue, issue or sell options or warrants in respect of, or otherwise dispose of, directly or indirectly, or announce an offering or issue of, any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares (including, without limitation, any warrants) or enter into any transaction with the same economic effect as, or agree to do, any of the foregoing provided that the foregoing shall not shall not prevent or restrict, amongst other things, the issuance of Ordinary Shares in connection with an Acquisition, the conversion of the Founder Shares or the exercise of Warrants (each as defined in the Prospectus issued by the Company dated 12 December 2019).

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 or Admission and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. 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 Regulatory Information Service by or on behalf of the Company prior to the date of this Announcement, and subject to the further terms set forth in the trade confirmation to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, acknowledges that the prior prospectus published by the Company and dated 12 December 2019 has not been updated for this Offer or any events which may have occurred since the publication of such prospectus.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement 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 Bookrunners or any other person and none of the Bookrunners or the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares in the form of depositary interests (ISIN: VGG3218K1003) following Admission will take place within the system administered by Euroclear UK & Ireland Limited (CREST), subject to certain exceptions. The Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system by the expected time for settlement and delivery set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the closing of the Bookbuilding Process for the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with the relevant Bookrunner stating the number of Placing Shares allocated to it at the Placing Price, and the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST instructions in respect of the Placing Shares in the form of depositary interests that it has in place with the relevant Bookrunner.

The Company will deliver the Placing Shares in the form of depositary interests to a CREST account operated by Morgan Stanley & Co. International plc (Morgan Stanley) as the Company's agent and Morgan Stanley will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction with the relevant Bookrunner will then allow delivery of the relevant Placing Shares in the form of depositary interests to that Placee against payment.

It is expected that settlement will be on 20 January 2020 on a T+2 delivery basis in accordance with the instructions set out in the trade confirmation.

In the event of any difficulties or delays in the admission of the Placing Shares in the form of depositary interests 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.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Bookrunners' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating an order for Placing Shares, each Placee confers on the relevant Bookrunner all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the relevant Bookrunner lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered immediately on acquisition 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 and in particular provided there is no agreement for the sale of the Placing Shares between any such agent and the Placee, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.

If there are any circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of the Bookrunners nor the Company shall be responsible for the payment thereof.

Placees shall not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties - Non-US Placees

By participating in the Placing each Non-US Placee (and any person acting on such non-US Placee's behalf) irrevocably:

1. represents and warrants that it has read this Announcement, including the Appendix, in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2. acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares and that it has not received a prospectus or other offering document in connection therewith;

3. acknowledges that none of the Bookrunners, the Company, any of their respective 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 other than this Announcement; nor has it requested any of 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;

4. acknowledges that the Ordinary Shares are (and the Placing Shares will be) listed on the standard listing segment of the Official List and are admitted to trading on the main market of the London Stock Exchange and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange and FCA and it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty;

5. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of the Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company 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, by accepting a participation in the Placing, acknowledges that the prior prospectus published by the Company and dated 12 December 2019 has not been updated for this Offer or any events which may have occurred since the publication of such prospectus. Further, that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that such Placee 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 any of the Bookrunners or the Company nor any of their respective affiliates and none of the Bookrunners or 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, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

6. acknowledges that it has relied on its own investigation of the business, financial or other position of the Company and its group in deciding to participate in the Placing;

7. acknowledges that (i) it has not been, and will not be, furnished with any information concerning the Placing Shares or the Company by any of the Joint Bookrunners, any of their respective affiliates or any person acting on behalf of any of the foregoing in connection with its purchase of the Placing Shares; (ii) none of the Placing Banks, the registrars nor any person acting on their behalf nor any of their respective affiliates is responsible for or shall have any liability for any information, representation or statement contained in any publicly available or filed information or any information, representation, warranty or statement relating to the Company or its group contained therein or otherwise, (iii) it has conducted its own investigation with respect to the Placing Shares and the Company, (iv) it has obtained all information that it believes is necessary or appropriate in connection with its purchase of the Placing Shares, and (v) none of the Bookrunners, the registrars nor any person acting on their behalf nor any of their respective affiliates will be responsible or liable for their decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise.

8. acknowledges that none of the Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any publicly available or filed information or any information, representation, warranty or statement relating to the Company or its group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9. unless otherwise specifically agreed with the Bookrunners, represents and warrants that it is not, and at the time the Placing Shares are subscribed for will not be, a resident of Australia, Canada or Japan, and each of it and any beneficial owner of the Placing Shares is not a resident of Australia, Canada or Japan, and, at the time the Placing Shares are subscribed for, (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Placing Shares, (ii) will not look to the Bookrunners for all or part of any such loss it may suffer, (iii) is able to bear the economic risk of an investment in the Placing Shares, (iv) is able to sustain a complete loss of an investment in the Placing Shares and (v) has no need for liquidity with respect to its investment in the Placing Shares;

10. acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of any of the Placing Shares under the securities laws or legislation of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, within those jurisdictions or any other jurisdictions in which the same would be unlawful, restricted or unauthorised;

11. represents and warrants that it is subscribing for the Placing Shares for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Placing Shares within the meaning of United States securities laws;

12. represents and warrants that each of it and/or the beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be, located outside of the United States and is subscribing for or acquiring the Placing Shares in an "offshore transaction" as defined in Rule 902, and in accordance with Rule 903, of Regulation S;

13. represents and warrants that the Placing Shares may not be reoffered, resold, pledged or otherwise transferred, directly or indirectly, by it except (i) outside the United States in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S; (ii) in the United States to QIBs pursuant to Rule 144A or to AIs pursuant to Section 4(a)(1); or (iii) pursuant to Rule 144 under the Securities Act or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in compliance with all applicable securities laws of the United States or any state or other jurisdiction of the United States and that, in each such case, such offer, sale, pledge or transfer will be made in accordance with any applicable securities laws of any state of the United States;

14. represents and warrants that it is not acquiring any of the Placing Shares as a result of any form of directed selling efforts (as defined in Regulation S);

15. represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services);

16. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 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;

17. if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, represents and warrants that the Placing Shares purchased by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a Member State of the European Economic Area other than Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to the offer or resale;

18. represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of Article 2(d) of the Prospectus Regulation;

19. represents and warrants that 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 purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Regulation;

20. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of 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;

21. represents and warrants 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;

22. represents and warrants that it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to comply with its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations;

23. undertakes that it (and any person acting on its behalf) will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Bookrunners may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares;

24. acknowledges that none of the Bookrunners, nor any of their respective affiliates, nor 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 Bookrunner and that the Bookrunners have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

25. undertakes that the person whom it specifies for registration as holder of the Placing Shares in the form of depositary interests will be (i) itself or (ii) its nominee, as the case may be. None of the Bookrunners or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement (Indemnified Taxes). Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Bookrunners and their affiliates and their respective directors, officers and employees on an after-tax basis in respect of any Indemnified Taxes;

26. acknowledges that any agreements entered into by it pursuant to these terms and conditions, 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 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;

27. agrees that the Company, the Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Bookrunners on their own behalf and on behalf of the Company and are irrevocable;

28. represents and warrants that it has neither received nor relied on any inside information concerning the Company in accepting this invitation to participate in the Placing;

29. represents and warrants if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations; and

30. a undertakes to irrevocably appoint the Company as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing; and

31. repeats the warranties and representations set out above in paragraphs 1 to 30 as if references therein to Placing Shares are to depositary interests representing Placing Shares.

Representations and Warranties - US Placees

By participating in the Placing each US Placee (and any person acting on such US Placee's behalf) irrevocably makes the representations, warranties and acknowledgements contained in the US Investor Letter.

Further Terms

Each Placee agrees to indemnify on an after tax basis and hold the Company, the Bookrunners and their respective affiliates, directors, officers and employees 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.

The agreement to settle a Placee's acquisition of Placing Shares (and/or the acquisition by a person for whom such Placee is contracting as agent) free of UK stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being subscribed for 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 Bookrunners will be responsible and the Placees shall indemnify the Company and the Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax or similar taxes 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 Bookrunners accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that the Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Bookrunner or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with a Bookrunner in respect of the Placing, any money held in an account with such Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. 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 such Bookrunner's money in accordance with the client money rules and will be used by such Bookrunner in the course of its own business and the Placee will rank only as a general creditor of such Bookrunner.

All times and dates in this Announcement may be subject to amendment. The Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

The rights and remedies of the Bookrunners and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia). These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IOEBAMRTMTJBBAM

(END) Dow Jones Newswires

January 15, 2020 12:38 ET (17:38 GMT)