TIDMBVS
RNS Number : 6126S
Bovis Homes Group PLC
07 November 2019
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
7 November 2019
Bovis Homes Group PLC
Proposed Placing of Ordinary Shares
Bovis Homes Group PLC ("Bovis Homes" or the "Company") today
announces a non pre-emptive placing of up to 13,472,591 new
ordinary shares in the Company (the "Placing Shares") representing
up to approximately 9.99 per cent. of the Company's existing issued
ordinary share capital to both existing and new institutional
investors in the Company (the "Placing").
The Placing is being conducted through an accelerated bookbuild
process that will be launched immediately following this placing
announcement (the "Announcement") in accordance with the terms and
conditions set out in the Appendix.
Numis Securities Limited ("Numis") has been appointed as sole
bookrunner in respect of the Placing.
Use of Proceeds of the Placing
As announced separately today, Bovis Homes has agreed to acquire
Galliford Try plc's ("Galliford Try") housebuilding businesses
comprising Linden Homes and the Partnerships and Regeneration
Business (the "Target Businesses") for consideration of GBP1.075
billion[1] (the "Acquisition").
The consideration is comprised of a combination of shares (the
"Consideration Shares") and cash resulting in Galliford Try
shareholders receiving a stake of 29.3 per cent. in the Enlarged
Group upon Completion (after implementation of the Placing and the
Bonus Issue described below).
-- Total consideration of GBP1.075 billion comprising:
o the issue to Galliford Try shareholders of 63,739,385
Consideration Shares valued at GBP675 million based on Bovis Homes'
closing share price on 9 September 2019[2]
o cash of GBP300 million to be financed by:
-- 9.99% Accelerated Bookbuild (gross proceeds of up to
GBP157m[3]);
-- GBP100m New Term Loan; and
-- utilisation of the Company's balance sheet resources;
o the novation from Galliford Try to Bovis Homes of Galliford
Try's GBP100 million 4.03% senior unsecured notes due February
2027.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of nominal value 50 pence each in the capital of the
Company, including the right to receive all future dividends and
other distributions declared, made or paid by reference to a record
date falling after their issue, including the Bonus Issue and
Second Interim Dividend as described in the Acquisition
Announcement (as defined below).
The placing is not conditional upon completion of the
Acquisition - if the Acquisition does not complete Bovis Homes will
consider how best to return the Placing proceeds to its
Shareholders.
Details of the Placing
Numis will today commence a bookbuilding process in respect of
the Placing (the "Bookbuilding Process"). The exact number of
Placing Shares to be placed and the price per ordinary share at
which the Placing Shares are to be placed (the "Placing Price")
will be determined by the Company and Numis at the close of the
Bookbuilding Process. The book will open with immediate effect
following this Announcement. The timing of the closing of the book,
pricing and allocations are at the discretion of the Company and
Numis. Details of the Placing Price and the number of Placing
Shares will be announced as soon as practicable after the close of
the Bookbuilding Process. The number of Placing Shares shall not
exceed 9.99 per cent. Of the current issued share capital of the
Company.
Application will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List (the "Official
List") of the Financial Conduct Authority (the "FCA") and to be
admitted to trading on the main market for listed securities of
London Stock Exchange plc (the "London Stock Exchange") (together,
"Admission"). Settlement for Placing Shares and Admission is
expected to take place on or before 8.00 a.m. on 11 November
2019.
The Placing is conditional, inter alia, upon Admission becoming
effective and the placing agreement between the Company and Numis
(the "Placing Agreement") not being terminated in accordance with
its terms. Further details of the Placing Agreement can be found in
the terms and conditions of the Placing contained in the Appendix
to this Announcement (which forms part of the Announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement (including
the Appendix) and the Acquisition Announcement (as defined in the
Appendix) in their entirety and to be making such offer on the
terms and subject to the conditions in such announcements, and to
be providing the representations, warranties and acknowledgements
contained in the Appendix.
Your attention is drawn to the detailed terms and conditions of
the Placing set out in the Appendix to this Announcement.
The person responsible for making this announcement on behalf of
Bovis Homes is Earl Sibley, Group Finance Director.
For further information please contact:
Bovis Homes Group PLC
Earl Sibley, Group Finance Director
Susie Bell, Head of Investor Relations 01732 280272
Numis Securities Limited (Joint Financial Adviser,
Sole Bookrunner and Sole Broker to Bovis Homes)
Heraclis Economides
Richard Thomas
Ben Stoop
Alasdair Abram 020 7260 1000
IMPORTANT NOTICE
This announcement including its Appendix (together, the
"Announcement") and the information contained in it is not for
publication, release or distribution, in whole or in part, directly
or indirectly, in or into the United States, Australia, Canada,
Japan or South Africa or any other jurisdiction in which
publication, release or distribution would be unlawful. This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for shares in the capital of the
Company in the United States, Australia, Canada, Japan or South
Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions. The Placing Shares 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 other jurisdiction of the
United States and may not be offered, sold or transferred, directly
or indirectly, in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in accordance with
Regulation S under the Securities Act.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the
Prospectus Regulation (EU) 2017/1129, as amended from time to time,
and includes any relevant implementing measure in any member state
(the "Prospectus Regulation") from the requirement to produce a
prospectus. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000, as amended ("FSMA")
does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in Member States of the European
Economic Area who are qualified investors (within the meaning of
article 2(e) of the Prospectus Regulation ("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 the definition of "investment
professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); (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 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
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 has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Numis,
or by any of its affiliates or agents as to or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Numis is authorised and regulated in the United Kingdom by the
Financial Conduct Authority (the "FCA"). Numis is acting solely for
the Company and no one else in connection with the Placing and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Numis by FSMA or by the regulatory
regime established under it, neither Numis nor any of its
affiliates accepts any responsibility whatsoever for the contents
of the information contained in this Announcement or for any other
statement made or purported to be made by or on behalf of Numis or
any of its affiliates in connection with the Company, the Placing
Shares or the Placing. Numis and each of its affiliates accordingly
disclaim all and any responsibility and liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained
in this Announcement and no representation or warranty, express or
implied, is made by Numis or any of its affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company and/or Numis or any of
their respective affiliates that would, or which is intended to,
permit an offering of the Placing Shares in any jurisdiction or
result in the possession or distribution of this Announcement or
any other offering or publicity material relating to Placing Shares
in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required
by the Company and Numis to inform themselves about, and to
observe, such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in
this Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it and nor do they
intend to. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company. As a result of these risks, uncertainties and assumptions,
the recipient should not place undue reliance on these
forward-looking statements as a prediction of actual results or
otherwise.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Numis.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Numis will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
APPIX
FURTHER DETAILS OF THE PLACING
TERMS AND CONDITIONS
THIS ANNOUNCEMENT 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, AUSTRALIA, CANADA, 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 APPIX) (TOGETHER, THE
"ANNOUNCEMENT") AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS SELECTED
BY NUMIS (ACTING AS AGENT FOR THE COMPANY AND AS BOOKRUNNER) AND
WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF
THE REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (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; AND (C) IN THE UNITED
STATES, A LIMITED NUMBER OF
"QUALIFIED INSTITUTIONAL BUYERS" (EACH A "QIB") (AS DEFINED IN
RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT")) (ALL SUCH PERSONS IN (A), (B) and (C) TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) 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 OR ELSEWHERE. THE PLACING SHARES
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR ANY OTHER
JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing (and any person acting on such person's behalf), 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, the announcement made on the
date of this Announcement containing the terms and conditions of
the Company's acquisition of certain businesses of Galliford Try
(the "Acquisition Announcement") in their 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.
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, Australia, Canada, 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, 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 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 unlawful.
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 or otherwise qualified
for offer and sale under the securities laws of any state, province
or territory of Australia, Canada, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan or South Africa.
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
Numis has entered into a placing agreement dated 7 November 2019
(the "Placing Agreement") with the Company under which Numis has,
on the terms and subject to the conditions set out therein,
undertaken as agent for and on behalf of the Company, to use all
reasonable endeavours to procure Placees for the Placing Shares up
to 13,472,591 new ordinary shares in the capital of the Company of
nominal value 50 pence each (the "Placing Shares") at a price
determined following completion of an accelerated bookbuild process
(the "Placing").
In accordance with the terms of the Placing Agreement and a
subscription and transfer agreement between the Company, Numis and
a Jersey incorporated subsidiary of the Company ("Jerseyco"), Numis
has agreed, subject to agreement with the Company as to the number
and price of the Placing Shares to be placed with Placees, to
underwrite the settlement risk in the event that any Placees fail
to take up their allocation of the Placing Shares. The issue of the
Placing Shares is to be effected by way of a cashbox placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of 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 by reference to a
record date falling after their issue. The allotment and issue of
the Placing Shares will be made by the Company to Placees in
consideration for the transfer to the Company of certain shares in
Jerseyco. The Placing Shares will be issued free of any pre-emption
rights, encumbrances, liens or other security interests.
Application for listing and admission to trading
Application will be made to the Financial Conduct Authority (the
"FCA") for admission of the Placing Shares to the premium listing
segment of the Official List of the FCA (the "Official List") and
to London Stock Exchange plc (the "London Stock Exchange") for
admission to trading of the Placing Shares on its main market for
listed securities (together, "Admission"). It is expected that
Admission will become effective at or around 8:00 a.m. on 11
November 2019 and that dealings in the Placing Shares will commence
at that time.
Bookbuild
Numis 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.
Numis 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. Numis is arranging the Placing as 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
Numis. Numis and its affiliates are entitled to enter bids in the
Bookbuild as principal.
3. The Bookbuild, if successful, will establish a single price
in respect of the Placing Shares payable to Numis by all Placees
whose bids are successful (the "Placing Price"). The Placing Price
and the aggregate proceeds to be raised through the Placing will be
agreed between Numis and the Company following completion of the
Bookbuild and any discount to the market price of the Ordinary
Shares will be determined in accordance with the Listing Rules. The
Placing Price and the number of Placing Shares to be issued will be
announced on a Regulatory Information Service following the
completion of the 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 Numis. 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 Numis, or at prices up to a price limit specified in
its bid. Bids may be scaled down by Numis on the basis referred to
in paragraph 8 below. Numis 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 Numis' absolute discretion, subject to
agreement with the Company.
5. The Bookbuild is expected to close no later than 5:00 p.m.
(London time) on 7 November 2019 but may be closed earlier or later
at the discretion of Numis. Numis may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed. The Company reserves the right (upon the agreement of
Numis) to reduce the number of shares to be issued pursuant to the
Placing, in its absolute discretion.
6. Each Placee's allocation will be confirmed to it orally or in
writing by Numis, as agent of the Company, following the close of
the Placing, and a contract note or electronic confirmation will be
dispatched as soon as possible thereafter. Numis' 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 Numis 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 the Placing Shares have been placed,
referred to in paragraph 3 above as the "Pricing Announcement".
8. Subject to paragraphs 4 and 5 above, Numis 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. Numis 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 Numis, subject to agreement
with the Company.
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 Numis' 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 Numis, 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 and the Company has agreed to allot and issue to such
Placee.
10. Except as required by law or regulation, no press release or
other announcement will be made by Numis 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 Numis or
any of its respective affiliates, agents, directors, officers or
employees 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 Numis or any of its respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of Numis' conduct of the
Bookbuild or of such alternative method of effecting the Placing as
Numis 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. Numis' obligations under the Placing Agreement are
conditional on, inter alia:
(a) agreement being reached between the Company and Numis on the
Placing Price and the number of Placing Shares, and the publication
by the Company of a Pricing Announcement prior to 8:00 a.m. (London
time) on 8 November 2019 (or such later time and/or date as the
Company and Numis may agree in writing);
(b) the warranties contained in the Placing Agreement being
true, accurate and not misleading on the date of the Placing
Agreement and at all times before Admission and Numis receiving a
certificate from the Company confirming such is the case (in each
case, save to the extent that Numis considers, acting in good
faith, that the relevant matter is not material in the context of
the Placing);
(c) the Company having complied with all of its obligations
under the Placing Agreement to the extent the same fall to be
performed or satisfied prior to Admission;
(d) (i) the sale and purchase agreement relating to the
Acquisition between, amongst others, Galliford Try and the Company
dated 7 November 2019 (the "Acquisition Agreement") having been
duly executed and delivered by the parties thereto and remaining in
full force and effect, not having lapsed, not having been amended
in any material respect and not having been terminated in
accordance with its terms prior to Admission; and (ii) no condition
to which the Acquisition Agreement is subject having become
incapable of satisfaction and not having been waived prior to
Admission;
(e) the Company allotting, subject to Admission, the Placing
Shares in accordance with the Placing Agreement; and
(f) Admission taking place by 8:00 a.m. (London time) on 11
November 2019 (or such later date as the Company and Numis may
otherwise agree).
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares is not fulfilled or, where
permitted, waived in accordance with the Placing Agreement by
Numis, by the time or date specified in the Placing Agreement (or
such later time and/or date as the Company and Numis 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.
Numis may, at its discretion and upon such terms as it thinks
fit, extend the time for the satisfaction of any condition 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 Announcement.
None of Numis, the Company nor any of their respective
directors, officers, employees, agents or affiliates shall have any
liability (whether in contract, tort or otherwise) to any Placee
(or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it may make as to whether or
not to waive or to extend the time and / or the date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally, and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of Numis.
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
Numis may, at any time before Admission, terminate the Placing
Agreement by giving notice to the Company if, in the opinion of
Numis, any of the warranties contained in the Placing Agreement is
untrue, inaccurate or misleading or would, if repeated at any time
up to and including Admission, be untrue, inaccurate or misleading
by reference to the facts then subsisting in any respect which is
material in the context of the Placing or Admission.
Numis may, at any time before Admission, 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) the Company is in breach of any of its obligations under the
Placing Agreement, the Subscription and Transfer Agreement or the
Option Agreement in any respect which is material in the context of
the Placing or Admission; or
(b) the application of the Company for Admission is withdrawn or
refused by the FCA or the LSE; or
(c) there has been a material adverse change in, or any
development involving a prospective material adverse change in or
affecting the condition (financial, operational, legal or
otherwise), earnings, management, business affairs, business
prospects or financial prospects of the Company, the Bovis Homes
Group or the Enlarged Group; or
(d) there has been: (i) a material adverse change in the
financial markets in the United States or United Kingdom or any
member state of the European Union, any adverse change or
development in the political, economic or financial conditions, an
act of terrorism, any outbreak or escalation of hostilities, war,
declaration of martial law or any other calamity or crisis; (ii) a
suspension or material limitation in trading of the Ordinary Shares
or securities generally on the London Stock Exchange or the New
York Stock Exchange or NASDAQ system or exchange controls have been
imposed by the United States or United Kingdom or a material
disruption of settlement systems or a material disruption in
commercial banking in the United Kingdom; any actual or prospective
adverse change in tax affecting the Bovis Homes Group or the
Enlarged Group, the Placing Shares or the transfer thereof, in each
case the effect of which (either singly or taken together with any
other event referred to in this paragraph (d)) is such as to make
it, in the opinion of Numis (acting in good faith), impractical or
inadvisable to proceed with the Placing or Admission.
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 Numis of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of Numis
and that it need not make any reference to Placees in this regard
and that, to the fullest extent permitted by law, Numis shall have
no responsibility or liability to Placees whatsoever in connection
with any such exercise or failure so to exercise.
Lock-up
The Company has agreed with Numis that, other than (a) in
connection with the completion of the Acquisition, (b) the Bonus
Issue described in the Prospectus, or (c) the grant of a right to
subscribe for any Ordinary Shares, or issue of any Ordinary Shares,
pursuant to the exercise of options or vesting of awards under the
share option scheme or incentive plans in existence on the date of
Admission and which are described in the Prospectus, neither the
Company nor any of its subsidiaries or affiliates will (i) issue,
offer, pledge, sell, contract to issue or sell, issue or sell any
option or contract to purchase, purchase any option or contract to
issue or sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of, directly or indirectly, any
Ordinary Shares or any securities convertible into or exercisable
or exchangeable for Ordinary Shares; or (ii) enter into any swap or
any other agreement or any transaction that transfers, in whole or
in part, directly or indirectly, any of the economic consequences
of ownership of Ordinary Shares, whether any such swap,
transaction, agreement or other event described in (i) or (ii) is
to be settled by delivery of Ordinary Shares or such other
securities, in cash or otherwise, in each case without the prior
written consent of Numis for a period beginning on the date of the
Placing Agreement and ending on the date which is ninety (90)
calendar days after Admission.
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 or elsewhere in the
European Economic Area. 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), the Acquisition Announcement 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), Numis or any other
person and none of Numis or the Company or any other person will
have any responsibility or liability 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 following
Admission will take place on a delivery versus payment basis within
the CREST system, subject to certain exceptions. 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 Numis may agree that the Placing Shares should be
issued in certificated form. The Company and Numis 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 electronic
confirmation in accordance with the standing arrangements in place
with Numis stating the number of Placing Shares to be allocated to
it at the Placing Price, the aggregate amount owed by such Placee
to Numis 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
Numis. Payment in full for any Placing Shares so allocated at the
Placing Price must be made by no later than the date of Admission
(expected to be 11 November 2019). Settlement of transactions in
the Placing Shares following Admission will take place within the
CREST system.
It is expected that settlement will be on 11 November 2019 on a
T+2 basis in accordance with the instructions set out in the
contract note or electronic confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Numis.
Each Placee agrees that, if it does not comply with these
obligations, Numis may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Numis' 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 Numis all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Numis 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 or
electronic 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), neither Numis
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 and the Acquisition Announcement in their entirety
and that its participation in the Bookbuild and the Placing and 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 in the Acquisition Announcement, and it undertakes not to
redistribute, forward, transfer, duplicate or otherwise transmit
this Announcement;
2. that no offering document, prospectus or admission document
has been or will be prepared in connection with the Placing and
that no such document is required under the Prospectus Regulation,
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. that the Ordinary Shares are listed on the Official List and
admitted to trading on the main market of the London Stock
Exchange, and that the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of the FCA (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;
4. that none of Numis 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 Numis, 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;
5. that the contents of this Announcement and the Acquisition
Announcement are exclusively the responsibility of the Company and
that none of Numis, its affiliates, agents, directors, officers,
employees or any person acting on Numis' behalf, has or shall have
any responsibility or liability for any information, representation
or statement contained in this Announcement or the Acquisition
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 or the Acquisition Announcement or 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 Acquisition Announcement, 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
representations, warranties or statements made by any of Numis or
the Company and none of Numis 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;
6. with respect to any Placing Shares offered to or purchased by
it in the United States or for and on behalf of persons in the
United States, it understands and agrees: (1) that it is a
"qualified institutional buyer" ("QIB") within the meaning of Rule
144A ("Rule 144A") under the U.S Securities Act of 1933, as amended
(the "Securities Act"); (2) that the Placing Shares are being
offered and sold to it in reliance on an exemption from, or in
transactions not subject to, the registration requirements of the
Securities Act, in transactions not involving a public offering of
securities in the United States and the Placing Shares have not
been, and will not be, registered under the Securities Act or with
any State or other jurisdiction of the United States; (3) that the
Placing Shares may not be reoffered, resold, pledged or otherwise
transferred by it except (a) outside the United States in an
offshore transaction pursuant to Rule 903 or Rule 904 of Regulation
S under the Securities Act ("Regulation S"), (b) in the United
States to a person whom the seller reasonably believes is a QIB to
whom notice is given that the offer, sale or transfer is being made
in reliance on Rule 144A, (c) pursuant to Rule 144 under the
Securities Act (if available), (d) to the Company, (e) pursuant to
an effective registration statement under the Securities Act, or
(f) pursuant to another available exemption, if any, from
registration under the Securities Act, in each case in compliance
with all applicable laws; (4) that the Placing Shares are
"restricted securities" as defined in Rule 144(a)(3) under the
Securities Act; (5) to notify any transferee to whom it
subsequently reoffers, resells, pledges or otherwise transfers the
Placing Shares of the foregoing restrictions on transfer; (6) for
so long as the Placing Shares are "restricted securities" (within
the meaning of Rule 144(a)(3) under the Securities Act), it will
segregate such Placing Shares from any other shares that it holds
that are not restricted securities, shall not deposit such shares
in any unrestricted depositary facility established or maintained
by a depositary bank and will only transfer such Placing Shares in
accordance with this paragraph; (7) if it is acquiring the Placing
Shares as a fiduciary or agent for one or more investor accounts,
each such account is a QIB, it has sole investment discretion with
respect to each such account and it has full power and authority to
make the acknowledgements, representations, warranties and
agreements herein on behalf of each such account; (8) it is
acquiring such Placing Shares for its own account (or the account
of a QIB as to which it has sole investment discretion) for
investment purposes and (subject to the disposition of its property
being at all times within its control) not with a view to any
distribution of the Placing Shares; (9) that no representation has
been made as to the availability of the exemption provided by Rule
144 or any other exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares; and (10)
it will be required to execute and deliver to Numis and the Company
a US investor representation letter regarding, inter alia, the
matters set forth above;
7. 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 and it is not
purchasing Placing Shares on the basis of such information;
8. that none of Numis, its affiliates, agents, directors,
officers, employees or any person acting on its 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;
9. that it is not, and at the time the Placing Shares are
acquired, neither it nor the beneficial owner of the Placing Shares
will be, a resident of Australia, Canada, Japan or South
Africa;
10. that it 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 Numis 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. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under the
laws and regulations of all relevant jurisdictions or otherwise and
has complied with all necessary formalities to enable it to enter
into the transactions contemplated hereby and to perform its
obligations in relation thereto;
12. that the Placing Shares have not been and will not be
registered or otherwise 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 or any other jurisdiction
in which such offer or solicitation is or may be unlawful and,
subject to certain exceptions, may not be offered, sold, or
delivered or transferred, directly or indirectly, within those
jurisdictions;
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 Market
Abuse Regulation (EU No 596/2014) and any delegating acts,
implementing acts, technical standards and guidelines thereunder
("MAR"), the Criminal Justice Act 1993, 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, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 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. that it has not offered or sold and 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;
16. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, 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 or to which the Prospectus Regulation
otherwise applies other than Qualified Investors, or in
circumstances in which the prior consent of Numis has been given to
the offer or resale;
17. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the European Economic Area prior
to Admission except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the European Economic Area within the meaning of the Prospectus
Regulation;
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 it is in a Member State of the European Economic Area,
unless otherwise specifically agreed with Numis in writing, that it
is a Qualified Investor within the meaning of the Prospectus
Regulation;
21. if it is in the UK, that (A) 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"), or (ii) falling
within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc.") of the Order; and (B) it is a
Qualified Investor as defined in section 86(7) of the FSMA or (C)
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,
Numis, any of their affiliates, agents, directors, officers,
employees 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
the terms and conditions set out in 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 Numis 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
Announcement) 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 Numis, its affiliates, agents, directors,
officers, employees or any person acting on Numis' 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
Placing and that participation in the Placing is on the basis that
it is not and will not be a client of Numis that Numis 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. None of Numis 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 and Numis in respect
of the same on the basis that the Placing Shares will be allotted
to the CREST stock account of Numis who will hold them as nominee
on behalf of such Placee until settlement in accordance with its
standing settlement instructions;
27. that Numis 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;
28. that it will indemnify on an after tax basis and hold the
Company, Numis and each of their respective affiliates, agents,
directors, officers and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
29. that it irrevocably appoints any director of Numis 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;
30. 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 affiliates 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, Numis, any of their respective
affiliates, agents, directors, officers, employees or any person
acting on their behalf for all or part of any such loss or losses
it or they may suffer;
31. that it may not rely on any investigation that Numis 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 Numis
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, Numis for the purposes of this Placing;
32. that it will not hold Numis or any of its affiliates,
agents, directors, officers, employees or any person acting on its
behalf responsible or liable for any misstatements in or omission
from any publicly available information relating to the Company or
its affiliates or Exchange Information made available (whether in
written or oral form) relating to the Company or its affiliates and
that none of Numis or 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;
33. that no action has been or will be taken by any of the
Company, Numis or any person acting on behalf of the Company or
Numis 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;
34. 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 the 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;
35. that the Company, Numis 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 Numis on its
own behalf and on behalf of the Company and are irrevocable and it
irrevocably authorises Numis 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; and
36. 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 Numis 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.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and Numis (for their 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. None of the Company or
Numis 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 Numis in the event that any of the Company
and/or Numis 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 Numis 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 Numis 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 Numis 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 Numis and any affiliate acting in such capacity.
In addition, Numis may enter into financing arrangements and swaps
with investors in connection with which Numis may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither Numis nor any affiliate
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 Numis, any money held in an account with Numis 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 Numis' money in accordance
with the client money rules and will be used by Numis in the course
of its own business and the Placee will rank only as a general
creditor of Numis.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of Numis 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 Numis the jurisdiction in which
the funds are managed or owned.
All times and dates in this Announcement may be subject to
amendment. Numis shall notify the Placees and any person acting on
behalf of the Placees of any changes.
[1] Calculated using the Company's closing share price of
GBP10.59 as at 9 September 2019. Total consideration is subject to
a customary completion mechanism linked to Linden Homes' and
Partnerships & Regeneration' assets position.
[2] The valuation of the Consideration Shares based on the
closing share price on 6 November 2019 is GBP741 million.
[3] Based on the closing share price on 6 November 2019 of
GBP11.63.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEFSESMWFUSEDF
(END) Dow Jones Newswires
November 07, 2019 02:01 ET (07:01 GMT)
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