TIDMNRR
RNS Number : 5865I
NewRiver Retail Limited
10 December 2015
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR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, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO
10 December 2015
NewRiver Retail Limited
("NewRiver" or the "Company")
Proposed Placing to raise GBP150 million (the "Placing") at 325
pence per 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
GBP150 million at 325 pence per share to fund the Company's current
transaction and development pipeline.
Details of the Placing
The Placing is being conducted by way of an accelerated
bookbuild on the Company's behalf by Liberum Capital Limited
("Liberum") and Peel Hunt LLP ("Peel Hunt"). The bookbuild will
open with immediate effect following this Announcement. The timing
of the closing of the bookbuild, the final size of the Placing,
pricing and allocations are at the discretion of the Company,
Liberum and Peel Hunt. A further announcement will be made
following closing of the placing book, confirming the final size
and pricing of the Placing.
Liberum and Peel Hunt are acting as joint bookrunners in
relation to the Placing.
The Company has today entered into a placing agreement with
Liberum and Peel Hunt (the "Placing Agreement") pursuant to which
Liberum and Peel Hunt have agreed to use their respective
reasonable endeavours to procure institutional and certain other
investors (including certain existing shareholders) for the Placing
Shares. The Placing will be subject to certain resolutions being
passed at an extraordinary general meeting of the Company (the
"EGM") expected to be convened on or about 8 January 2016.
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 "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"); and
-- Admission becoming effective by 11 January 2016 (or such later date as the Company, Liberum and Peel Hunt may
agree, being no later than 8.00 a.m. on 25 January 2016);
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.
Subscribers for Placing Shares will not be entitled to receive
the dividend of 4.75 pence per share for the quarter ended 31
December 2015 which was announced on 18 November 2015 and will be
paid on 10 February 2016 to shareholders on the register on 29
December 2015 (the "Third Quarterly Dividend"). The Placing Shares
will rank pari passu in all other respects with the Ordinary Shares
currently in issue.
Acquisition and Development Pipeline
Over the 6 years since its IPO, NewRiver has been an active
acquirer of retail and leisure property assets and has demonstrated
its ability to deploy capital quickly and efficiently into assets
which meet its investment criteria. NewRiver has grown from IPO to
become one of the UK's largest owner/managers of shopping centres.
NewRiver also owns 22 retail warehouses, 14 high street assets and
359 pubs.
NewRiver's focus on the UK retail property market gives it a
competitive advantage in sourcing opportunities within this space,
many of which are sourced off market. The Company continues to see
a wide range of opportunities which meet its investment criteria
and therefore has a strong pipeline of acquisition and development
opportunities which it is anticipated that the placing proceeds,
together with additional sources of finance where relevant, will be
utilised to fund. The proceeds of the Placing will put the Company
in a position of strength when exploring acquisition
opportunities.
On 9 December 2015, the Company completed the acquisition of two
retail warehouse assets for a combined acquisition price of
approximately GBP9 million, representing an average net initial
yield of 8.2 per cent. The assets are located in Daventry and York
and in aggregate provide approximately 48,000 sq ft of retail area.
Together the properties complement the existing retail warehouse
portfolio and provide asset management opportunities through
enhanced rental base and development opportunities.
NewRiver has also agreed heads of terms and is engaged in due
diligence on two potential acquisitions which have a combined
acquisition price in the region of GBP100 million. The first of
these potential acquisitions is a portfolio of three regional
shopping centres which have a total area of approximately 750,000
sq ft. The portfolio is well let, with 97 per cent. occupancy and a
low average rent. Additionally, it provides the opportunity to
realise capital and income growth through active asset management,
together with risk controlled reconfiguration and development
options.
The second potential acquisition for which NewRiver has agreed
heads of terms is for a shopping centre in a strong London suburb.
The centre offers excellent prospects for rental growth through
active asset management, tenant engineering and good retailer
demand. There may also be an opportunity for risk controlled
extension and residential development above the shopping
centre.
Since the Company's Interim Results were announced on 18
November 2015, NewRiver has completed three disposals for a total
cash consideration of GBP31.9 million generating a total profit of
GBP5.6 million. The profit attributable to those assets in the 12
months prior to disposal was circa GBP0.5 million. The three
disposals were Regent Court, Leamington Spa; Ferensway, Hull; and
the Railway Hotel pub in Wigan. In line with the Company's business
model, the proceeds will be recycled into future transactions and
the Company's development pipeline.
David Lockhart, Chief Executive of NewRiver commented:
"NewRiver has enjoyed significant progress in recent years,
delivering strong shareholder returns by deploying its highly
regarded active asset management and risk-controlled development
skills. The ability to grow the asset base through highly selective
acquisitions is fundamental to the future growth of the Company and
we have identified a significant pipeline of new opportunities that
we believe will deliver long term above-market returns to
shareholders."
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Date
Dispatch of the Shareholder on or around 15 December
Circular and forms of proxy 2015
Latest time and date for receipt 10.00a.m. on 6 January
of forms of proxy and receipt 2016
of electronic proxy appointments
by Shareholders for the Extraordinary
General Meeting
Time and date of the Extraordinary 10.00a.m. on 8 January
General Meeting 2016
Announcement of the results 8 January 2016
of the Extraordinary General
Meeting
Admission effective and dealings 8.00 a.m. on 11 January
commence in the Placing Shares 2016
on AIM
CREST stock accounts to be 8.00 a.m. on 11 January
credited with the Placing 2016
Shares
Dispatch of definitive share 18 January 2016
certificates for the Placing
Shares in certificated form
by
Notes:
(1) A reference to a time in this announcement is to London time
unless otherwise stated.
(2) The times and dates set out in the expected timetable of
principal events above and mentioned throughout this announcement
may be adjusted by the Company, in which event details of the new
times and/or dates will be notified to investors.
For further information:
NewRiver Retail Limited Tel: 020 3328
David Lockhart, Chief Executive 5800
Mark Davies, Finance Director
Bell Pottinger Tel: 020 3772
David Rydell/David Bass/James 2500
Newman
Liberum (Nomad and Joint Bookrunner) Tel: 020 3100
Richard Crawley /Jamie Richards 2000
Peel Hunt (Joint Bookrunner)
Capel Irwin/Hugh Preston/Jock
Maxwell Macdonald Tel: 020 7418
8900
Kinmont (Financial Adviser)
Mat Thackery
Tel: 020 7087
9100
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser, joint broker and joint bookrunner 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.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as joint
broker and joint bookrunner to the Company in connection with the
Placing. Persons receiving this announcement should note that Peel
Hunt will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Peel Hunt, or
for advising any other person on the arrangements described in this
announcement.
(MORE TO FOLLOW) Dow Jones Newswires
December 10, 2015 02:00 ET (07:00 GMT)
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, Peel Hunt 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,
Peel Hunt 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, Peel Hunt 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, Peel Hunt 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 NewRiver'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, NewRiver'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
NewRiver'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
NewRiver's net asset value, present and future business strategies
and income flows and the environment in which NewRiver 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 NewRiver 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, Peel Hunt 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, Liberum Capital Limited or Peel Hunt to produce a
prospectus for such Placing. None of the Company, Liberum Capital
Limited or Peel Hunt 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 or
Peel Hunt 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, Liberum
Capital Limited and Peel Hunt has been obtained to each such
proposed offer or resale. Each of the Company, Liberum Capital
Limited, Peel Hunt 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, New Zealand or the Republic of South Africa or to any US
person where to do so would breach any applicable law or
regulation.
(MORE TO FOLLOW) Dow Jones Newswires
December 10, 2015 02:00 ET (07:00 GMT)
No public offering of the Placing Shares is being made in any
jurisdiction. No action has been or will be taken by the Company,
Liberum Capital Limited or Peel Hunt 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
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS 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, NEW ZEALAND, THE
REPUBLIC OF 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 THIS 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 THIS APPENDIX)
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS 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, Liberum Capital Limited ("Liberum") and Peel Hunt LLP
("Peel Hunt" and, together with Liberum, the "Brokers") 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 the Brokers will rely upon the truth and
accuracy of the foregoing representations, warranties and
acknowledgements.
Save as expressly set out, this Announcement (including this
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, New Zealand or the Republic of
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, New Zealand or the Republic of 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 "offshore transactions" 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, New Zealand or the Republic of 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, New Zealand or the Republic of
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
The Brokers have entered into a placing agreement (the "Placing
Agreement") dated 10 December 2015 with the Company under which the
Brokers have, on the terms and subject to the conditions set out
therein, each undertaken as agent for and on behalf of the Company,
to use their respective 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 the Brokers may agree) (the "Placing Shares") in an
amount and at a price to be determined following completion of an
accelerated bookbuild process (the "Placing").
(MORE TO FOLLOW) Dow Jones Newswires
December 10, 2015 02:00 ET (07:00 GMT)
In accordance with the terms of the Placing Agreement, the
Brokers have 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 Incorporation 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 Third Quarterly Dividend (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 8.00 a.m. on 11 January 2016 and that
dealings in the Placing Shares will commence at that time.
Bookbuild
The Brokers will today commence the bookbuilding process in
respect of 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.
The Brokers 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. The Brokers are arranging the Placing each as joint 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 or Peel Hunt. The Brokers and their respective affiliates
are entitled to enter bids in the Bookbuild as principal.
3. The Bookbuild will establish a single price payable to
Liberum or Peel Hunt (as applicable) 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, Peel Hunt 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 or Peel Hunt. Each bid should state
the number of Placing Shares which the prospective Placee wishes to
acquire at either the Placing Price, which is ultimately
established by the Company and the Brokers, or at prices up to a
price limit specified in its bid. Bids may be scaled down by the
Brokers on the basis referred to in paragraph 8 below. Each of the
Brokers 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
the absolute discretion of Liberum or Peel Hunt (as
applicable).
5. The timing of the closing of the Bookbuild is at the
discretion of the Brokers. The Brokers 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 or Peel Hunt (as applicable) following the close
of the Placing and a contract note or letter of confirmation will
be dispatched thereafter (prior to the EGM). Oral confirmation by
either Broker to a Placee will constitute an irrevocable legally
binding commitment upon that person (who will at that point become
a Placee) in favour of Liberum or Peel Hunt (as applicable) 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 Incorporation.
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, the Brokers may, subject
to agreement with the Company, choose to accept bids, either in
whole or in part, on the basis of allocations determined at their
absolute discretion and may scale down any bids for this purpose on
such basis as they may determine. The Brokers 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 the
Brokers.
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 the Brokers' 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 or Peel Hunt (as applicable),
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, Peel Hunt 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, none of Liberum,
Peel Hunt nor their respective 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,
none of Liberum, Peel Hunt nor their respective affiliates shall
have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the
Brokers' conduct of the Bookbuild or of such alternative method of
effecting the Brokers and the Company may agree.
Conditions to the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Brokers' obligations under the Placing Agreement are
conditional on, inter alia:
(a) the passing of the resolutions at an extraordinary general
meeting of the Company to be convened for on or around 8 January
2016;
(b) the warranties contained in the Placing Agreement being true
and accurate in all material respects and not misleading in any
material respect;
(c) 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 the Brokers receiving
a certificate from the Company confirming such is the case; and
(d) Admission taking place by 8.00 a.m. (London time) on 11
January 2016 (or such later date as the Company and the Brokers 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 the Brokers, by the respective time or date
where specified (or such later time and/or date as the Company and
the Brokers 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.
The Brokers may, at their discretion and upon such terms as they
think fit, extend the time for the satisfaction of any condition
(subject to a backstop date of 25 January 2016, 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.
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None of the Brokers, 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 the
Brokers.
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
Each of the Brokers 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 the
Brokers, 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; or
(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 the Brokers 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 the Brokers of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Brokers and that they need not make any reference to Placees
in this regard and that, to the fullest extent permitted by law,
the Brokers 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 /
letter of confirmation 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), the Brokers or any other
person and none of the Brokers 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. The Brokers 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 or letter of
confirmation in accordance with the standing arrangements in place
with Liberum or Peel Hunt (as applicable) stating the number of
Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to Liberum or Peel Hunt (as
applicable) 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 or Peel Hunt (as applicable).
It is expected that settlement will be on 11 January 2016 in
accordance with the instructions set out in the contract note /
letter of confirmation.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and the Brokers may agree that the Placing
Shares should be issued in certificated form. The Brokers reserve
the right to require settlement for the Placing Shares, and to
deliver the Placing Shares to Placees, by such other means as they
deem necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with
regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Brokers.
Each Placee agrees that, if it does not comply with these
obligations, Liberum or Peel Hunt (as applicable) may sell any or
all of the Placing Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for Peel Hunt's or Liberum's
account and benefit (as applicable), 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 or Peel Hunt (as applicable) all
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which Liberum or Peel
Hunt (as applicable) 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 /
letter of confirmation is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or 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), none of the
Brokers 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:
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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 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 Incorporation 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 the Brokers nor the Company nor any of their
respective affiliates nor any person acting on behalf of any of
them has provided it, 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, Peel Hunt, 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 the Brokers, their
respective affiliates or any person acting on their 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 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 the Brokers or the Company and none of Liberum,
Peel Hunt 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. 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 either of the
Brokers, any of their respective affiliates or any person acting on
the Brokers' or any of their affiliates' behalf and understands
that (i) none of the Brokers, any of their affiliates nor any
person acting on their behalf has or shall have any liability for
public information or any representation, (ii) none of the Brokers,
any of their affiliates nor any person acting on their 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 the Brokers, any of their affiliates nor any person
acting on their 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 the
invitation to participate in the Placing;
9 that none of the Brokers, their respective affiliates nor any
person acting on their 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, New Zealand or the Republic of 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 either
Liberum or Peel Hunt 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, New Zealand or the Republic of 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 the
Brokers 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;
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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 the Brokers 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,
the Brokers 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 or Peel Hunt (as applicable) 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 the Brokers, their respective affiliates nor any
person acting on their behalf, are 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 either Liberum or Peel Hunt and that
neither Liberum nor Peel Hunt has any 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;
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. None of the Brokers or 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,
Liberum and Peel Hunt in respect of the same on the basis that the
Placing Shares will be allotted to the CREST stock account of
Liberum or Peel Hunt (as applicable) 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, Liberum or Peel Hunt 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 the Brokers reserve 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 this Appendix).
Any such alteration or waiver will not affect Placees' commitments
as set out in this Announcement;
29 that the Company, the Brokers 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, Liberum and Peel
Hunt on its own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises Liberum, Peel Hunt 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, the
Brokers 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 either of the
Brokers 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, the Brokers, 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;
(MORE TO FOLLOW) Dow Jones Newswires
December 10, 2015 02:00 ET (07:00 GMT)
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