TIDMNRR
RNS Number : 6773Y
NewRiver Retail Limited
03 December 2014
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.
3 December 2014
NewRiver Retail Limited ("NewRiver" or the "Company")
Proposed Placing to raise up to GBP75 million (the
"Placing")
Acquisition of Remaining 90% of Shopping Centre Joint Venture
from LVS Luxembourg IV Sarl ("LVS") for GBP71 million (the
"Acquisition")
Declaration of Third Quarterly Dividend of 4.25 pence per
Ordinary Share
Introduction
NewRiver Retail Limited (AIM: NRR), the UK REIT specialising in
value-creating retail property investment and active asset
management, is pleased to announce a proposed placing to raise up
to GBP75 million to fund the Acquisition.
Placing
The Placing is being conducted by way of an accelerated
bookbuild on the Company's behalf by Liberum. The bookbuild will
open with immediate effect following this announcement. The timing
of the closing of the bookbuild, pricing and allocations are at the
discretion of the Company and Liberum. A further announcement will
be made following closing of the placing book, confirming the final
size of the Placing.
Liberum is acting as sole bookrunner and will be sole
underwriter in relation to the Placing.
The Company has today entered into a placing agreement with
Liberum (the "Placing Agreement") pursuant to which Liberum has
agreed to use its reasonable endeavours to procure institutional
and certain other investors (including certain existing
shareholders) for the Placing Shares and, failing which, subject to
final size and pricing of the Placing, to subscribe itself for the
Placing Shares.
The Placing will not be structured as a rights issue or open
offer and the Placing Shares will not be offered generally to
shareholders on a pre-emptive basis. The Placing will be subject to
certain resolutions being passed at an extraordinary general
meeting of the Company (the "EGM") expected to be convened for on
or about 8 January 2015.
In addition, the Placing is conditional, amongst other things,
on:
-- the passing of certain resolutions at the EGM and the waiver
of pre-emption rights contained in the Company's articles of
incorporation;
-- the Placing Agreement becoming unconditional in all respects
and not having been terminated in accordance with its terms prior
to admission of the Placing Shares to trading on AIM
("Admission");
-- the agreement relating to the Acquisition, inter alia, not
having been terminated in accordance with its terms prior to
Admission; and
-- Admission becoming effective by 12 January 2015 (or such
later date as the Company and Liberum may agree, being no later
than 8.00 a.m. on 30 January 2015).
The Placing Shares are not being made available to the public
and are not being offered or sold in any jurisdiction where it
would be unlawful to do so.
Acquisition
The net proceeds of the Placing will be used to finance the
acquisition from LVS, a subsidiary of Bravo (a fund advised or
managed by Pacific Investment Management Company LLC), of the 90
per cent. of a joint venture (the "NewRiver Retail Property Unit
Trust") not already owned by NewRiver for a cash consideration of
GBP71 million. The underlying property portfolio comprises five
shopping centres and a single high street asset which together have
a net lettable area of approximately one million square feet across
over 200 tenancies which have an average lease length outstanding
of 7.2 years.Since NewRiver's acquisition of its initial 10 per
cent. interest in 2012, the assets have performed well and have
benefited from the Company's active asset management. Looking
forward, the assets present a range of significant further
opportunities to enhance value through asset management and
risk-controlled development activities which are already being
progressed by the Company. Whilst these opportunities are being
pursued the portfolio will also continue to provide an attractive
income return.
The acquisition is being made off market at the equivalent to a
net initial yield of 7.75 per cent. on the acquisition price. The
Acquisition is expected to be enhancing to NAV and EPS in the
current financial year and beyond. Profit Before Tax for the year
ended 31 December 2013 (audited) attributable to Unitholders of the
NewRiver Property Unit Trust was GBP6.3 million (recurring) with
GBP3.6 million of fair value adjustments, resulting in a total
Profit Before Tax attributable to Unitholders for the year ended 31
December 2013 of GBP9.9 million.
The Acquisition is conditional, inter alia, upon the Placing
being completed. The Placing is subject to the Agreement relating
to the Acquisition becoming unconditional in all respects (save for
any condition relating to the Placing Agreement) and to shareholder
approval. A circular convening an EGM will be sent to Shareholders
shortly.
Dividends
With effect from the financial year commencing 1 April 2014 the
Company commenced the payment of quarterly dividends. Prior to
today's announcement, two quarterly dividends of 4.25 pence per
Ordinary Share have been announced. The first quarterly dividend
was paid by the Company on 31 October 2014 whilst the second
quarterly dividend is payable on 30 January 2015 to Shareholders on
the register on 30 December 2014.
NewRiver is today announcing a third quarterly dividend for the
current year of a further 4.25 pence per Ordinary Share, payable on
30 January 2015 to shareholders on the register on 5 January 2015.
Ordinary Shares will be marked ex-dividend in respect of the third
quarterly dividend on 2 January 2015.
The Placing Shares will not be entitled to receive the second or
the third quarterly dividends but will rank pari passu in all other
respects with the Ordinary Shares currently in issue and will have
the right to receive all dividends and distributions declared in
respect of the issued Ordinary Share capital of the Company after
Admission.
As a REIT, NewRiver distributes at least 90 per cent of its
recurring profits as dividends. The policy of quarterly dividends
provides a source of regular income for Shareholders, thus
improving their cashflow return profile.
The next quarterly dividend, which will be for the final quarter
of the year ending 31 March 2015, is, in keeping with an ongoing
policy where quarterly dividends will be announced around the
relevant quarter end, expected to be announced before the end of
March 2015 and payable by 30 April 2015.
David Lockhart, Chief Executive of NewRiver Retail,
commented:
"NewRiver is delighted to announce the Placing and the
Acquisition. This portfolio provides an attractive income stream on
assets already known to the Company and will allow NewRiver to
pursue a number of exciting value-enhancing asset management and
risk controlled development opportunities. We are confident the
Acquisition will add significant long term value and it is expected
to be NAV and EPS enhancing in the current financial year and
beyond. The commercial relationship with our joint venture partner,
Bravo*, remains strong and both parties continue to pursue further
joint venture opportunities, including through their 50:50 Bravo II
joint venture."
*Bravo refers to a fund advised or managed by Pacific Investment
Management Company LLC.
For further information:
NewRiver Retail Limited Tel: 020 3328 5800
David Lockhart, Chief Executive
Mark Davies, Finance Director
Bell Pottinger Tel: 020 3772 2500
David Rydell/David Bass/James Newman
Liberum (Nominated Adviser, Broker, Sole Tel: 020 3100 2000
Bookrunner and Sole Underwriter)
Chris Bowman/Jamie Richards
Kinmont Tel: 0207 087 9100
Mat Thackery
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser, broker, sole bookrunner and underwriter to the
Company in connection with the Placing. Persons receiving this
announcement should note that Liberum Capital Limited will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of Liberum Capital Limited, or
for advising any other person on the arrangements described in this
announcement.
Kinmont Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial
adviser to the Company in connection with the matters described in
this announcement. Persons receiving this announcement should note
that Kinmont Limited will not be responsible to anyone other than
the Company for providing the protections afforded to customers of
Kinmont Limited, or for advising any other person on the
arrangements described in this announcement.
Liberum Capital Limited and Kinmont Limited have not authorised
the contents of, or any part of, this announcement and no liability
whatsoever is accepted by Liberum Capital Limited or Kinmont
Limited for the accuracy of any information or opinions contained
in this announcement or for the omission of any information.
No representation or warranty, express or implied, is made by
Liberum Capital Limited or Kinmont Limited as to the accuracy,
completeness or verification of the information set out in this
announcement, and nothing contained in this announcement is, or
shall be relied upon as, a promise or representation in this
respect, whether as to the past or the future. Liberum Capital
Limited and Kinmont Limited do not assume any responsibility for
its accuracy, completeness or verification and accordingly each
disclaims, to the fullest extent permitted by applicable law, any
and all liability whether arising in tort, contract or otherwise
which they might otherwise be found to have in respect of this
announcement or any such statement.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements" including, without limitation,
those regarding New River's financial position, business strategy,
plans and objectives of management for future operations or
statements relating to expectations in relation to dividends. These
statements can be identified by the use of forward-looking
terminology, including statements preceded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"estimates", "intends", "plans", "projects", "will", "may",
"anticipates", "would", "could" or similar expressions or the
negative thereof. These forward-looking statements include all
statements that are not matters of historical fact. They appear in
a number of places throughout this announcement and include, but
are not limited to, statements regarding the Directors' and/or the
Company's intentions, beliefs or current expectations concerning,
among other things, New River's results of operations, financial
position, prospects, growth, strategies and the industry in which
it operates.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other important factors beyond New
River's control that could cause the actual results, performance,
achievements of or dividends paid by the Company to be materially
different from the results, performance or achievements, or
dividend payments expressed or implied by such forward-looking
statements. Such forward-looking statements are not guarantees of
future performance and are based on numerous assumptions regarding
New River's net asset value, present and future business strategies
and income flows and the environment in which New River will
operate in the future. In addition, even if the results of
operations, financial position and the development of the markets
and industry in which New River operates in any given period are
consistent with the forward-looking statements contained in this
document, those results or developments may not be indicative of
results or developments in subsequent periods. A number of factors
could cause results and developments to differ materially from
those expressed or implied by forward-looking statements contained
in this announcement, including, without limitation, general
economic and business conditions, industry trends, competition,
changes in regulation, regulatory activity, currency fluctuations,
changes in business strategy, political and economic uncertainty
and other factors.
Any forward-looking statements speak only as of the date of this
document. Subject to the requirements of AIM and the AIM Rules for
Companies (and/or any other applicable regulatory requirements) or
applicable law, each of the Company, the Directors, Liberum Capital
Limited and Kinmont Limited expressly disclaim any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company's expectations with regard thereto, any new
information or any change in events, conditions or circumstances
after the date of this document on which any such statements are
based, unless required to do so by law or any appropriate
regulatory authority.
If you are in any doubt about the contents of this announcement
you should consult your accountant, legal or professional adviser
or financial adviser. It should be remembered that the price of
securities and the income from them can go up as well as down.
No Ordinary Shares have been offered or sold or will be offered
or sold to persons in the United Kingdom prior to publication of
this announcement except in circumstances which have not resulted
in an offer to the public in the United Kingdom within the meaning
of section 102B of the FSMA.
This announcement is only addressed to, and the Placing is only
directed at, persons in member states of the European Economic Area
("EEA") who are "qualified investors" within the meaning of Article
2(1)(e) of the Prospectus Directive ("Qualified Investors"). This
announcement must not be acted or relied upon in any member state
of the EEA, by persons who are not Qualified Investors. Any
investment or investment activity to which this announcement
relates is available, in any member state of the EEA, only to
Qualified Investors, and will be engaged in only with such persons.
This announcement has been prepared on the basis that all offers of
Placing Shares will be made pursuant to any exemption under the
Prospectus Directive, as implemented in member states of the EEA,
from the requirement to produce a prospectus for offers of Placing
Shares. Accordingly, any person making or intending to make any
offer within the EEA of or for Ordinary Shares which are not the
subject of the Placing contemplated in this announcement should
only do so in circumstances in which no obligation arises for the
Company or Liberum Capital Limited to produce a prospectus for such
Placing. None of the Company or Liberum Capital Limited has
authorised, nor do they authorise, the making of any offer of
Ordinary Shares through any financial intermediary, other than
offers made by Liberum Capital Limited which constitute the final
placement of Ordinary Shares contemplated in this announcement.
In the case of any Placing Shares being, or which will be,
offered to a financial intermediary as that term is used and
defined in section 86(7) of the Financial Services and Markets Act
2000, such financial intermediary will also be deemed to have
represented, acknowledged and agreed that the Placing Shares
acquired by it, or to be acquired by it, in the Placing have not
been acquired on a non-discretionary basis on behalf of, nor have
they been acquired with a view to their offer or resale to, persons
in circumstances which may give rise to an offer of any Placing
Shares to the public other than their offer or resale in a relevant
member state to qualified investors as so defined or in
circumstances in which the prior consent of the Company and Liberum
Capital Limited has been obtained to each such proposed offer or
resale. Each of the Company, Liberum Capital Limited and their
respective affiliates will rely on the truth and accuracy of the
foregoing representation, acknowledgement and agreement.
The Placing Shares are being, or will be, offered (i) outside of
the United States to persons who are not U.S. persons as defined in
Rule 902(k) of Regulation S ("US Persons") in offshore transactions
in reliance on Regulation S under the United States Securities Act
of 1933, as amended (the "US Securities Act") ("Regulation S").
The Placing Shares have not been, and will not be, registered
under the US Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States.
In addition, the Company has not been, and will not be, registered
under the Investment Company Act, and investors will not be
entitled to the benefits of the Investment Company Act.
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any Placing Shares (i) in any
jurisdiction in which such offer, invitation or solicitation is not
authorised; (ii) in any jurisdiction in which the person making
such offer, invitation or solicitation is not qualified to do so;
or (iii) to any person to whom it is unlawful to make such offer,
invitation or solicitation. The distribution of this announcement
and any accompanying announcements, and the offer of the Placing
Shares may be restricted by law. Persons into whose possession this
announcement and any accompanying announcements come must therefore
inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. In
particular, no announcement may be distributed, forwarded to or
transmitted in, into or from the United States, Australia, Canada,
Japan or the Republic of South Africa or to any US person where to
do so would breach any applicable law or regulation.
No public offering of the Placing Shares is being made in any
jurisdiction. No action has been or will be taken by the Company,
or Liberum Capital Limited that would permit the offer of the
Placing Shares or possession or distribution of this announcement
or any accompanying announcements in any jurisdiction where action
for that purpose is required.
APPENDIX 1
FURTHER DETAILS ON THE PLACING AND ACQUISITION
The net proceeds of the fundraising will be used to finance the
Acquisition as described in more detail below.
The joint venture was set up between LVS (a subsidiary of Bravo,
a fund advised or managed by Pacific Investment Management Company
LLC) and NewRiver (in the ratio of 90:10, respectively) in December
2012 to acquire a portfolio of 5 shopping centres for a price of
GBP85 million, reflecting a net initial yield of 9.7 per cent.
Since that acquisition, 50 new leasing events have been completed,
contributing to net operating income growth and occupancy across
the portfolio rising from 94.3 per cent. to a current level of 97.7
per cent.
The Acquisition of the 90 per cent. of the joint venture which
the Company does not already own is being made off market at the
equivalent to a 7.75 per cent. net initial yield on the acquisition
price. The Acquisition brings 100 per cent. control of an
attractive portfolio into NewRiver's ownership. Debt of GBP42.5m is
secured on the assets of the joint venture. Looking forward there
are a number of value enhancing asset management and development
prospects which have been identified across the joint venture
portfolio. Whilst these opportunities are being pursued the
portfolio will also continue to provide an attractive income
return.
NewRiver Holdings Limited ("NewRiver Holdings"), a wholly owned
subsidiary of the Company, currently holds 10 per cent. of the
units in the JPUT and intends to acquire the remaining 90 per cent.
from LVS. Upon completion NewRiver Holdings will become the 100 per
cent. owner of the JPUT.
On 2 December 2014, (1) LVS, (2) NewRiver Trustee 1 Limited, (3)
NewRiver Trustee 2 Limited and (4) NewRiver Holdings entered into a
sale and purchase agreement in respect of the Acquisition (the
"Acquisition Agreement"), the principal terms of which are as
follows:
-- the consideration payable is GBP71 million;
-- accrued income from the JPUT in the period from 1 October to
31 December 2014 is to be apportioned 50:50 between NewRiver
Holdings and LVS and LVS is waiving all rights to distributions in
respect of any period after 31 December 2014;
-- a deposit of GBP1 million has been paid which is returnable
after deduction of costs of LVS if the Acquisition does not
complete;
-- NewRiver Holdings is receiving limited warranties as it is an
existing unitholder in the JPUT and NewRiver Retail (UK) Limited is
the asset manager operating the JPUT's portfolio;
-- the Acquisition is conditional upon the obtaining of funding,
which the Company intends to be by means of the Placing proceeds;
and
-- the Acquisition is also conditional on obtaining of necessary
bank consents and release of security over the units of the JPUT
which are being transferred.
The Placing is conditional upon the Acquisition Agreement
becoming unconditional in all respects (save for any condition
relating to the Company being in receipt of the proceeds of the
Placing in order to enable it to complete the Acquisition). Should
this condition not be satisfied, the Placing will not proceed.
The 5 shopping centres and single high street asset being
acquired comprise a net lettable area of approximately one million
square feet across over 200 tenancies. Average lease length
outstanding is 7.2 years. Since NewRiver's acquisition of its
initial 10% interest, the assets have performed well and have
benefited from the Company's active asset management. Looking
forward, the assets present a range of significant further
opportunities to enhance value through asset management and risk
controlled development activities which NewRiver is already
progressing. Further details of each of the properties are set out
below.
Templars Square, Oxford
Templars Square is one of Oxford's largest covered shopping
centres, attracting over 5 million visitors each year. The centre
comprises 290,000 sq ft of retail accommodation and is let to
retailers including Wilkinson, Co-Op, Boots, WH Smith and
Superdrug.
The Promenades, Bridlington
The Promenades in Bridlington is the town's only covered and
managed retail centre comprising 97,000 sq ft of retail space and
30 retail units. Tenants are a variety of high street retailers
including New Look, Argos, Poundland, Sports Direct, Peacocks and
Greggs.
Burns Mall, Kilmarnock
Burns Mall comprises 185,000 sq ft of space and is Kilmarnock's
only shopping centre, strategically located adjacent to the town's
bus station. The centre is let to a range of value and convenience
retailers including New Look, Home Bargains, BHS, Boots and JD
Sports. Also included within the ownership is a 20,000 sq ft office
building, which is leased to East Ayrshire Council.
Regent Court, Leamington Spa
Regent Court in Leamington Spa is a food and leisure-led scheme
developed by NewRiver over the past 18 months and comprises a
modern open 54,000 sq ft retail centre with a Grade II Listed hotel
and private residences situated above the retail accommodation.
Tenants include Nandos, Yo! Sushi, Las Iguanas, Zou Bisou, Turtle
Bay and Wagamama.
The Prospect Centre, Hull
The Prospect Centre in Hull provides the city's principal value
focused retail offer comprising circa 240,000 sq ft of retail
space, some 30,700 sq ft of office accommodation and a secure
250-space multi-storey car park. Key retailers include Currys,
Wilkinson, WH Smith, Boots, Poundland and a multi-branded food
court anchored by Burger King.
Ferensway, Hull
Ferensway, a 49,000 sq ft former department store, was acquired
in July 2014. The asset is adjacent to the Prospect Centre and is
one of the largest single retail spaces in Hull presently fully let
to Poundland and a Chinese restaurant with further food and leisure
development underway.
APPENDIX 2
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS
AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM
IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE
QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AS
AMENDED, AND INCLUDES THE 2010 PD AMENDING DIRECTIVE (DIRECTIVE
2010/73/EU) TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE)
(THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN
THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED; (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT IS NOT AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
OF AN OFFER TO BUY OR ACQUIRE SECURITIES IN THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making an oral or written offer to acquire Placing
Shares (as defined below), will be deemed to have read and
understood this Announcement, including this Appendix, in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In
particular each such Placee (as defined below) represents, warrants
and acknowledges that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
(b) 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
Member State of the European Economic Area other than Qualified
Investors or in circumstances in which the prior consent of the
Company and Liberum Capital Limited ("Liberum") 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
European Economic Area 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
(c) (i) it is not within the United States, (ii) it is not in
any jurisdiction in which it is unlawful to make or accept an offer
to acquire the Placing Shares, (iii) it is not exercising for the
account of any person who is located in the United States, unless
(a) the instruction to exercise was received from a person outside
the United States and (b) the person giving such instruction has
confirmed that (1) it has the authority to give such instruction,
and (2) either (A) has investment discretion over such account or
(B) is an investment manager or investment company that it is
acquiring the Placing Shares in an "offshore transaction" within
the meaning of Regulation S, and (iv) it is not acquiring the
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any such
Placing Shares into the United States or any other jurisdiction
referred to in (ii) above.
The Company and Liberum will rely upon the truth and accuracy of
the foregoing representations, warranties and acknowledgements.
Save as expressly set out, this Announcement (including the
Appendix) is for information only and does not constitute an offer
or invitation to underwrite, subscribe for or otherwise acquire or
dispose of any securities or investment advice in any jurisdiction,
including without limitation, the United Kingdom, the United
States, Australia, Canada, Japan or South Africa. Past performance
is not a good guide to future performance. Persons needing advice
should consult an independent financial advisor. This Announcement
and the information contained herein is not for publication or
distribution, directly or indirectly, to persons in the United
States, Canada, Australia, Japan or South Africa or in any
jurisdiction in which such publication or distribution is unlawful.
No public offer of securities of the Company is being made in the
United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any
State or other jurisdiction of the United States.
The Placing Shares may not be offered, sold or transferred
within the United States. The Placing Shares are being offered and
sold outside the United States in accordance with Regulation S
under the Securities Act.
The Placing Shares have not been 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 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, and nor will they be, registered
under or offered in compliance with the securities laws of any
state, province or territory of the United States, Canada,
Australia, Japan or South Africa. Accordingly, the Placing Shares
may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Canada, Australia, Japan
or South Africa 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.
In this Appendix, unless the context otherwise requires, Placee
means a Relevant Person (including individuals, funds or others) on
whose behalf a commitment to acquire Placing Shares has been
given.
Details of the Placing Agreement and the Placing Shares
Liberum has entered into a placing agreement (the "Placing
Agreement") dated 3 December 2014 with the Company under which
Liberum has, on the terms and subject to the conditions set out
therein, undertaken as agent for and on behalf of the Company, to
use its reasonable endeavours to procure placees (the "Placees")
for new ordinary shares of no par value in the capital of the
Company (or such larger amount of shares as the Company and Liberum
may agree) (the "Placing Shares") in an amount and at a price to be
determined following completion of an accelerated bookbuild process
(the "Placing").
In accordance with the terms of the Placing Agreement between
the Company and Liberum, Liberum has agreed, subject to agreement
with the Company as to the number of the Placing Shares to be
placed and the amount of the Placing Price (as defined below), to
underwrite the settlement risk in the event that any Placees fail
to take up their allocation of the Placing Shares.
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will be issued subject to the
Company's articles of association and will rank pari passu in all
respects with the existing issued 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 such Ordinary Shares after the
date of issue of the Placing Shares. The Placing Shares shall not
carry the right to receive any dividends and other distributions
declared prior to Admission, and in particular, will not carry the
right to receive the second or third quarterly interim dividends as
described in more detail in the announcement relating to the
Placing to which these Terms and Conditions are appended.
Application for admission
Application will be made for the Placing Shares to be admitted
to trading on AIM ("Admission"). It is expected that Admission will
become effective on or around 12 January 2015 and that dealings in
the Placing Shares will commence at that time.
Bookbuild
Liberum will today commence the bookbuilding process in respect
to the Placing (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.
Liberum 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.
Participation in, and principal terms of, the Placing
1. Liberum is arranging the Placing as sole bookrunner and agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Liberum. Liberum and its affiliates are entitled to enter bids in
the Bookbuild as principal.
3. The Bookbuild will establish a single price payable to
Liberum by all Placees whose bids are successful (the "Placing
Price"). The Placing Price, the number of Placing Shares and the
aggregate proceeds to be raised through the Placing will be agreed
between Liberum and the Company following completion of the
Bookbuild. The Placing Price and the number of Placing Shares will
be announced on a Regulatory Information Service following the
completion of the Bookbuild (the "Pricing Announcement").
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at Liberum. Each bid should state the number of
Placing Shares which the prospective Placee wishes to acquire at
either the Placing Price, which is ultimately established by the
Company and Liberum, or at prices up to a price limit specified in
its bid. Bids may be scaled down by Liberum on the basis referred
to in paragraph 8 below. Liberum reserves the right not to accept
bids or to accept bids in part rather than in whole. The acceptance
of the bids shall be at Liberum's absolute discretion.
5. The timing of the closing of the Bookbuild is at the
discretion of Liberum. Liberum may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed.
6. Each Placee's allocation will be confirmed to it orally or in
writing by Liberum following the close of the Placing, and a
contract note will be dispatched as soon as possible thereafter.
Liberum's oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon that person (who will
at that point become a Placee) in favour of Liberum and the
Company, under which it agrees to acquire the number of Placing
Shares allocated to it at the Placing Price on the terms and
conditions set out in this Appendix and in accordance with the
Company's Articles of Association.
7. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued and the price at which Placing Shares have been placed,
referred to in paragraph 3 above as the Pricing Announcement.
8. Subject to paragraphs 4 and 5 above, Liberum may, subject to
agreement with the Company, choose to accept bids, either in whole
or in part, on the basis of allocations determined at its absolute
discretion and may scale down any bids for this purpose on such
basis as it may determine. Liberum may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of the
Company (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time, and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The acceptance of offers
shall be at the absolute discretion of Liberum.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and except with Liberum'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 Liberum, 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 such Placee has
agreed to acquire.
10. Except as required by law or regulation, no press release or
other announcement will be made by Liberum 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 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 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 "Termination of the Placing Agreement".
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, neither Liberum
nor any of its affiliates shall have any responsibility or
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Liberum
nor any of its affiliates shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Liberum's conduct of the Bookbuild
or of such alternative method of effecting the Placing as Liberum
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. Liberum's obligations under the Placing Agreement are
conditional on, inter alia:
(a) publication of an announcement confirming the final size and
pricing of the Placing and of a circular convening an extraordinary
general meeting of the Company to grant the authorities needed for
the Placing;
(b) the passing of the resolutions at an extraordinary general
meeting of the Company to be convened for on or around 8 January
2015
(c) the Acquisition Agreement becoming unconditional in all
respects (save for any condition relating to the Company being in
receipt of the proceeds of the Placing in order to enable it to
complete the Acquisition) and not having been terminated in
accordance with its terms prior to Admission;
(d) the warranties contained in the Placing Agreement being true
and accurate in all material respects and not misleading in any
material respect;
(e) the Company complying with all of its material obligations
under the Placing Agreement to the extent the same fall to be
performed or satisfied prior to Admission and Liberum receiving a
certificate from the Company confirming such is the case; and
(f) Admission taking place by 8.00 a.m. (London time) on 30
January 2015 (or such later date as the Company and Liberum may
otherwise agree).
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or, where
permitted, waived by Liberum, by the respective time or date where
specified (or such later time and/or date as the Company and
Liberum may agree), or (ii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will not proceed and
each Placee's rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
Liberum may, at its discretion and upon such terms as it thinks
fit, extend the time for the satisfaction of any condition (subject
to a backstop date of 30 January 2015, which may not be extended
without the agreement of the Company) or waive compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement,
save that certain conditions in the Placing Agreement (including
the condition relating to Admission taking place) may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
None of Liberum, the Company or any other person shall have any
responsibility or liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision made as to whether or not to waive or to extend the
time and / or the date for the satisfaction of any condition to the
Placing nor for any decision made 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 Liberum.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Liberum is entitled, at any time before Admission, to terminate
the Placing Agreement in relation to its obligations in respect of
the Placing Shares by giving notice to the Company if, amongst
other things:
(a) there has occurred, in the reasonable opinion of Liberum, a
material adverse change in the business of the Group (as defined
below) or in the financial or trading position of the Group or the
Company;
(b) any of the warranties contained in the Placing Agreement is
not, or has ceased to be, true and accurate and not misleading in
any material respect or the Company has failed to perform any of
its material obligations under the Placing Agreement;
(c) there occurs, at any time before Admission, any change in
national or international, military, diplomatic, monetary,
economic, political, financial or market conditions which, in the
opinion of Liberum acting in good faith, would or would be likely
to materially prejudice the Company, the value of the Group's
property portfolio or the Placing, or make the success of the
Placing doubtful or make it impracticable or inadvisable to proceed
with the Placing, or render the creation of a market in the
ordinary share capital of the Company temporarily or permanently
impracticable.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Liberum of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
Liberum and that it need not make any reference to Placees in this
regard and that, to the fullest extent permitted by law, Liberum
shall have no responsibility or liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require a prospectus in the UK. No offering document,
prospectus or admission document has been or will be published or
submitted to be approved by the FCA in relation to the Placing and
Placees' commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based
on the Company's publicly available information taken together with
the information contained in this Announcement (including this
Appendix) and the Exchange Information (as defined below) and
subject to the further terms set forth in the contract note to be
provided to individual prospective Placees. Each Placee, by
accepting a participation in the Placing, agrees that the content
of this Announcement (including this Appendix), the Company's
publicly available information and the Exchange Information is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company (other than publicly available information and the Exchange
Information), Liberum or any other person and none of Liberum or
the Company or 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 (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). 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. Each Placee should not
consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own attorney, tax
advisor and business advisor for legal, tax and business advice
regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GG00B4Z05859) following Admission will take place on a delivery
versus payment basis within the CREST system, subject to certain
exceptions. Liberum and the Company reserve the right to require
settlement for and delivery of the Placing Shares to Placees by
such other means that they deem necessary if delivery or settlement
is not practicable within the CREST system within the timetable set
out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following close of the Bookbuild, each Placee allocated Placing
Shares in the Placing will be sent a contract note in accordance
with the standing arrangements in place with Liberum stating the
number of Placing Shares to be allocated to it at the Placing
Price, the aggregate amount owed by such Placee to Liberum and
settlement instructions. Each Placee agrees 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 that it has in place with Liberum.
It is expected that settlement will be on 12 January 2015 in
accordance with the instructions set out in the contract note.
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 Liberum may agree that the Placing Shares
should be issued in certificated form. Liberum reserves 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 at the rate of two percentage points above LIBOR as
determined by Liberum.
Each Placee agrees that, if it does not comply with these
obligations, Liberum may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Liberum's account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or other stamp,
securities, transfer, registration, execution, documentary or other
similar impost, duty or tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Liberum all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Liberum 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 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 agent, such Placing Shares should, subject
as provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. If there are any other
circumstances in which any stamp duty or stamp duty reserve tax
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither
Liberum nor the Company shall be responsible for the payment
thereof. Placees (or any nominee or other agent acting on behalf of
a Placee) will not be entitled to receive any fee or commission in
connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees in each case as a
fundamental term of their application for Placing Shares as set out
below:
1 that it has read and understood this Announcement, including
this Appendix, in its entirety and that its acquisition of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes
not to redistribute or duplicate this Announcement;
2 that no offering document, prospectus or admission document
has been or will be prepared in connection with the placing of the
Placing Shares and represents and warrants that it has not received
and will not receive a prospectus, admission document or other
offering document in connection therewith;
3 to be bound by the terms of the articles of association of the Company;
4 that the Ordinary Shares are admitted to trading on AIM and
that the Company is therefore required to publish certain business
and financial information in accordance with the AIM Rules for
Companies (collectively, the "Exchange Information"), 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 similar statements for preceding financial years, and
that it has reviewed such Exchange Information and 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;
5 that none of Liberum or the Company or any of their respective
affiliates or any person acting on behalf of any of them has
provided, and will not provide it, with any material or information
regarding the Placing Shares, the Placing or the Company other than
this Announcement; nor has it requested any of Liberum, the
Company, any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such material or
information;
6 that the content of this Announcement is exclusively the
responsibility of the Company and that none of Liberum, its
affiliates or any person acting on Liberum's behalf has or shall
have any responsibility or liability for any information,
representation or statement contained in this Announcement or any
information previously or subsequently published by or on behalf of
the Company 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, any information
previously published by or on behalf of the Company or otherwise.
Each Placee further represents, warrants and agrees that it has
made its own assessment of the Company, the Placing Shares and the
terms of the Placing based on this Announcement (including this
Appendix), the Company's publicly available information (including,
without limitation, the information and certain risks highlighted
in the unaudited interim results of the Group for the six months
ended 30 September 2014) and the Exchange Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given or
investigations, representations, warranties or statements made by
Liberum or the Company and neither Liberum nor the Company will be
liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person. Each Placee further
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
deciding to participate in the Placing;
7 that it has not relied on any information relating to the
Company contained in any research reports prepared by Liberum, any
of its affiliates or any person acting on Liberum or any of its
affiliates' behalf and understands that (i) none of Liberum, any of
its affiliates nor any person acting on its behalf has or shall
have any liability for public information or any representation,
(ii) none of Liberum, any of its affiliates nor any person acting
on its behalf has or shall have any liability for any additional
information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this document or
otherwise, and that (iii) none of Liberum, any of its affiliates
nor any person acting on its behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of
publication, the date of this Announcement or otherwise;
8 that it has neither received nor relied on any confidential
price sensitive information concerning the Company in accepting
this invitation to participate in the Placing;
9 that none of Liberum, its affiliates or any person acting on
Liberum's behalf has or shall have any responsibility or liability
for any publicly available or filed information (including, without
limitation, the Exchange Information) or any information,
representation, warranty or statement relating to the Company
contained therein or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
10 that it is not, and at the time the Placing Shares are
acquired will not be, a resident of the United States, Australia,
Canada, Japan or South Africa, and each of it and the beneficial
owner of the Placing Shares is, and at the time the Placing Shares
are acquired will be, a person satisfying the representation in
paragraph (c) of page 2 of this Appendix, and 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, will not look to Liberum for all or part of any such loss
it may suffer, is able to bear the economic risk of an investment
in the Placing Shares, is able to sustain a complete loss of the
investment in the Placing Shares and has no need for liquidity with
respect to its investment in the Placing Shares;
11 that the Placing Shares have not been and will not be
registered or qualified for offer and sale nor will a prospectus be
published in respect of any of the Placing Shares under the
securities laws or legislation of the United States, Australia,
Canada, Japan or South Africa and, subject to certain exceptions,
may not be offered, sold, or delivered or transferred, directly or
indirectly, within those jurisdictions;
12 that if the Placing Shares were offered to or purchased by it
outside the United States and not for and on behalf of persons in
the United States, the Placing Shares are being offered and sold to
it pursuant to Regulation S under the Securities Act and the offer
and sale of the Placing Shares to it have been made outside of the
United States in an "offshore transaction" (as such term is defined
in Regulation S under the Securities Act);
13 that (i) neither it, nor any person to whom Placing Shares
are allotted or issued on its behalf (as its nominee or agent) is,
or is acting as nominee or agent for, and that the Placing Shares
will not be allotted or issued to, a person whose business either
is or includes issuing depositary receipts or the provision of
clearance services and therefore that the allotment and issue to
the Placee or any person to whom Placing Shares are allotted or
issued on its behalf (as its nominee or agent), will not give rise
to a liability under any of sections 67, 70, 93 and 96 of the
Finance Act 1986 (depositary and clearance services) and (ii) the
Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer
Placing Shares into a clearance system;
14 that it has complied with its obligations under the Criminal
Justice Act 1993, section 118 of the Financial Services and Markets
Act 2000 ("FSMA"), and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money
Laundering Regulations 2007 (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
15 if a financial intermediary, as that term is used in Article
3(2) of the EU Prospectus Directive, that 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 European Economic Area other than Qualified Investors
(within the meaning of the Prospectus Directive), or in
circumstances in which the prior consent of the Company and Liberum
has been given to the offer or resale;
16 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 a requirement to
publish a prospectus in the United Kingdom within the meaning of
section 85(1) of the FSMA;
17 that any offer of Placing Shares may only be directed at
persons in member states of the European Economic Area who are
Qualified Investors and 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 a requirement to publish a prospectus in any member state of the
European Economic Area within the meaning of the Prospectus
Directive;
18 that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
19 that it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the
United Kingdom;
20 if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Liberum in writing, that it is a
Qualified Investor within the meaning of the Prospectus
Directive;
21 if in the UK, that it is a person (i) who has professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"), (ii) falling within
Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (iii) to whom this
Announcement may otherwise be lawfully communicated;
22 that (i) it and any person acting on its behalf has capacity
and authority and is otherwise entitled to acquire and purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it, (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory, (iii) it
has not taken any action which will or may result in the Company or
Liberum or any of their respective affiliates or any person acting
on their behalf being in breach of the legal and/or regulatory
requirements of any territory in connection with the Placing, (iv)
that the acquisition of the Placing Shares by it or any person
acting on its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise, and (v) it has all necessary capacity
and has obtained all necessary consents and authorities to enable
it to commit to this participation in the Placing and to perform
its obligations in relation thereto (including, without limitation,
in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or
referred to in this Announcement) and will honour such
obligations;
23 that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
acquirers or sold as Liberum may in its sole discretion determine
and without liability to such Placee, provided always that, such
Placee will remain liable for any shortfall below the net proceeds
of such sale and the placing proceeds of such Placing Shares and
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms
set out or referred to in this document) which may arise upon the
sale of such Placee's Placing Shares on its behalf;
24 that its allocation (if any) of Placing Shares will represent
a maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event
in aggregate more than the aforementioned maximum;
25 that none of Liberum, its affiliates or any person acting on
Liberum's behalf, is making any recommendations to it, advising it
regarding the suitability or merits of any transactions it may
enter into in connection with the Placees and that participation in
the Placing is on the basis that it is not and will not be a client
of Liberum and that Liberum does not have any duties or
responsibilities to it for providing the protections afforded to
its clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the 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;
26 that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither Liberum nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax (including any interest and penalties relating thereto)
resulting from a failure to observe this requirement. 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 Liberum in respect of the same on the basis that the Placing
Shares will be allotted to the CREST stock account of Liberum who
will hold them as nominee on behalf of such Placee until settlement
in accordance with its standing settlement instructions;
27 that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
these terms and conditions or such agreements, shall be governed by
and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out
of any such contract, except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by the
Company or Liberum 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;
28 that Liberum reserves the right (acting together and subject
to agreement with the Company) to waive or alter any of the
provisions set out in this Announcement (including the Appendix).
Any such alteration or waiver will not affect Placees' commitments
as set out in this Announcement;
29 that the Company, Liberum and each of their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements, agreements
and undertakings which are given to the Company and Liberum on its
own behalf and on behalf of the Company and are irrevocable and it
irrevocably authorises Liberum and the Company to produce this
announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
30 to indemnify on an after tax basis and hold the Company,
Liberum 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 in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
31 that it irrevocably appoints any director of Liberum 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;
32 in making any decision to acquire the Placing Shares, that
(i) 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, (ii) 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, (iii) it has relied on its own examination, due
diligence and analysis of the Company and its affiliates taken as a
whole, and the terms of the Placing, including the markets in which
the Company and its subsidiary undertakings and associates (the
"Group") operates, and the terms of the Placing, including the
merits and risks involved, (iv) it has had sufficient time to
consider and conduct its own investigation with respect to the
offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment, and (v) will
not look to the Company, Liberum, any of their respective
affiliates or any person acting on their behalf for all or part of
any such loss or losses it or they may suffer;
33 that it may not rely on any investigation that Liberum or any
person acting on its behalf may or may not have conducted with
respect to the Company and its affiliates or the Placing and
Liberum has not made any representation or warranty to it, express
or implied, with respect to the merits of the Placing, the
acquisition of the Placing Shares, or as to the condition,
financial or otherwise, of the Company and its affiliates, or as to
any other matter relating thereto, and nothing herein shall be
construed as a recommendation to it to acquire the Placing Shares.
It acknowledges and agrees that no information has been prepared
by, or is the responsibility of, Liberum for the purposes of this
Placing;
34 that it will not hold Liberum or any of its affiliates or any
person acting on its behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Group or Exchange Information made
available (whether in written or oral form) relating to the Group
and that neither Liberum nor any person acting on its behalf, makes
any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information or accepts any
responsibility for any of such information;
35 that no action has been or will be taken by any of the
Company, Liberum or any person acting on behalf of the Company or
Liberum that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action
for that purpose is required; and
36 that its commitment to acquire Placing Shares on the terms
set out herein and in the contract note will continue
notwithstanding any amendment that may in future be made to the
terms 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 conduct of the Placing.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and Liberum (for its own benefit
and, where relevant, the benefit of their respective affiliates and
any person acting on their behalf) and are irrevocable.
The agreement to allot and issue Placing Shares to Placees (or
the persons acting on behalf of Placees as nominee or agent) free
of UK stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company. Such agreement is subject to
the representations, warranties and further terms above and assumes
that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer
the Placing Shares into a clearance service. Neither the Company
nor Liberum will be responsible for any UK stamp duty or stamp duty
reserve tax (including any interest and penalties relating thereto)
arising in relation to the Placing Shares in any other
circumstances. Any Placee to whom (or on behalf of whom) Placing
Shares are allocated, allotted, issued or delivered in breach of
any of the representations, warranties or further terms above
undertakes to pay any UK stamp duty or stamp duty reserve tax
(including any interest and penalties relating thereto) arising in
connection with such allocation, allotment, issue or delivery
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Liberum in the event that any of the
Company and/or Liberum has incurred any such liability to UK stamp
duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and notify Liberum 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 UK by them or any other person on the allotment
to them of any Placing Shares or the agreement by them to acquire
any Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Liberum does 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 Liberum or any of its affiliates
(acting as an investor for its own account) may, in its absolute
discretion, take up Placing Shares and in that capacity may retain,
purchase or sell for its own account such Placing Shares and any
securities of the Company or related investments and may offer or
sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to shares being issued, offered or placed should be
read as including any issue, offering or placement of such shares
in the Company to any of Liberum and any of its affiliates. In
addition Liberum may enter into financing arrangements and swaps
with investors in connection with which Liberum may from time to
time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither Liberum nor any of its
affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
When a Placee or person acting on behalf of the Placee is
dealing with Liberum, any money held in an account with Liberum 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 Liberum's money (as
applicable) in accordance with the client money rules and will be
used by Liberum in the course of its own business and the Placee
will rank only as a general creditor of Liberum.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of Liberum and the Company under these
Terms and Conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
If a Placee is a discretionary fund manager, he may be asked to
disclose, in writing or orally to Liberum the jurisdiction in which
the funds are managed or owned.
All times and dates in this Announcement may be subject to
amendment. Liberum shall notify the Placees and any person acting
on behalf of the Placees of any changes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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