TIDMDFS
RNS Number : 5548K
DFS Furniture PLC
22 April 2020
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION
For Immediate Release
22 April 2020
DFS Furniture PLC
PROPOSED PLACING OF NEW ORDINARY SHARES AND NEW COMMITTED
FINANCING ARRANGEMENTS
DFS Furniture PLC ("DFS" or the "Group" or the "Company") today
announces a proposed Placing of new ordinary shares in the Company
(the "Placing Shares") to institutional investors (the "Placing")
and credit-approved inter-conditional new committed financing
arrangements which will significantly strengthen the Group's
balance sheet and liquidity position during this period of
unprecedented uncertainty due to COVID-19. If the Placing Price (as
defined below) is less than GBP1.50 per Placing Share, the Placing
will be conditional on shareholder approval at a General Meeting
(see the section "Share Split" below for further details).
In conjunction with the Placing, certain directors and members
of the senior management team of the Company also intend to
subscribe (the "Subscription") for new ordinary shares in the
capital of the Company (the "Subscription Shares") at the Placing
Price (as defined below). The total contributed as part of the
Subscription will be approximately GBP445,000 and includes
contributions from the Chairman, CEO and CFO. Together, the total
number of Placing Shares and Subscription Shares will result in the
issue of up to approximately 19.9% of DFS's existing ordinary share
capital.
The Placing will be conducted through an accelerated bookbuild,
which will be launched immediately following release of this
announcement. Jefferies International Limited ("Jefferies") and
Peel Hunt LLP ("Peel Hunt") are acting as joint global
coordinators, joint bookrunners and corporate brokers, and Barclays
Bank PLC, acting through its investment bank ("Barclays") and BNP
PARIBAS ("BNP Paribas") are acting as joint global coordinators and
joint bookrunners in connection with the Placing (together, the
"Joint Bookrunners" or the "Banks", and each a " Joint
Bookrunner"). The Placing is subject to the terms and conditions
set out in Appendix 1 to this announcement (which forms part of
this announcement, together being this "Announcement"). The
Subscription Shares will be subscribed for on the basis agreed
pursuant to subscription letters with the Company, rather than
pursuant to the terms and conditions of the Placing contained in
Appendix 1 to this Announcement.
Current trading and financing arrangements
DFS has separately announced today a trading update (the
"Trading Update") that outlines the significant impact of COVID-19
on the Company's operations and its outlook. This reflects the
closure of its entire store network and the suspension of its
delivery operations to comply with social distancing
guidelines.
The Group has also announced a number of mitigating actions to
protect its financial position, which have reduced its current cash
operating costs to under GBP 14 million per month.
The Group also announces today that it has received credit
approval for a new 12-month bank facility of GBP70 million from its
existing lending banks, which further strengthens the Group's
balance sheet beyond the existing bank facilities of GBP250
million. Existing covenants will drop away whilst this incremental
facility is in place and for the six months following, but new
financial covenants of minimum rolling quarterly EBITDA and cash
covenants will apply. The Group also has undertaken to not pay
dividends or conduct any acquisitions until either six months after
the repayment of the incremental facility, or following the
refinancing of the existing bank facilities. This new facility is
subject to documentation on terms and conditions in line with the
existing facilities and is conditional on the completion of the
Placing.
This Announcement should be read in conjunction with the Trading
Update.
Reasons for the Placing
Based on their scenario planning, which includes a continuation
of current levels of government and other stakeholder support
through the COVID-19 lockdown, management believe that the cost
saving and deferral measures they have put in place, together with
the Placing and bank financing announced today gives the Company
liquidity headroom through a pessimistic scenario of a lockdown to
December 2020, followed by a historically weak sofa market.
DFS acknowledges that it is seeking to issue Placing Shares and
Subscription Shares amounting up to approximately 19.9% of its
existing issued ordinary share capital on a non-pre-emptive basis.
Members of the Board have consulted with the Company's major
institutional shareholders ahead of the release of this
Announcement. The Placing structure has been chosen to minimise
costs, time to completion and use of management time during an
important and unprecedented period for DFS.
Share Split
The Company is unable to issue new ordinary shares at a discount
to their nominal value. If the Placing Price (as defined below) is
below the nominal value of GBP1.50 per share, the Company will seek
to reduce the nominal value of its ordinary shares. Any such
reduction in nominal value will be affected through a share split,
which would require shareholder approval. If the share split is
necessary, DFS will send an explanatory Circular together with a
notice of General Meeting to shareholders, who will be asked to
pass two ordinary resolutions required in order to split each
existing GBP1.50 ordinary share into a GBP0.10 new ordinary share
which will be listed and a GBP1.40 deferred share which will be
unlisted with no voting or dividend rights (the "Share Split").
If the Share Split is required and is approved by shareholders,
the Placing Shares and the Subscription Shares are expected to be
issued and admitted to trading on Thursday, 14 May 2020 following a
general meeting. If the Share Split is not required, new shares are
expected to be issued and admitted to trading on Monday, 27 April
2020.
Details of the Placing
The Banks will commence a bookbuilding process in respect of the
Placing (the "Bookbuild") immediately following the release of this
Announcement.
The Placing is subject to the terms and conditions set out in
Appendix 1 to this Announcement. Members of the public are not
entitled to participate in the Placing.
The book will open with immediate effect following this
Announcement. The Placing Shares and the Subscription Shares will,
when issued, be credited as fully paid and will rank pari passu in
all respects with the existing issued ordinary shares of DFS at
that time (whether or not the Share Split is required). This
includes the right to receive all dividends and other distributions
declared or paid in respect of such ordinary shares after the date
of issue of the Placing Shares and the Subscription Shares.
The number of Placing Shares and the price at which the Placing
Shares are to be placed (the "Placing Price") will be agreed by the
Banks and DFS at the close of the Bookbuild. The timing of the
closing of the Bookbuild, pricing and allocations are at the
discretion of the Banks and DFS. Details of the Placing Price and
the number of Placing Shares and Subscription Shares will be
announced as soon as practicable after the close of the
Bookbuild.
Applications have been made for the Placing Shares and
Subscription Shares to be admitted to the premium listing segment
of the Official List of the Financial Conduct Authority (the "FCA")
and to trading on the main market for listed securities of the
London Stock Exchange plc (the "London Stock Exchange")
("Admission"). It is expected that Admission will take place (i) at
or around 8.00 a.m. (London time) on Thursday, 14 May 2020 if the
Share Split is required or (ii) at or around 8.00 a.m. (London
time) on Monday, 27 April 2020 if the Share Split is not required
(or, in any case, such later date as may be agreed between the
Company and the Banks). The Placing is conditional upon, inter
alia, approval by DFS's shareholders of the Share Split at the
General Meeting, Admission becoming effective and the placing
agreement between the Company and the Banks (the "Placing
Agreement") not being terminated in accordance with its terms.
Appendix 1 to this Announcement sets out further information
relating to the Bookbuild and the terms and conditions of the
Placing. The attention of investors is drawn in particular to the
"Conditions of the Placing" section of Appendix 1 (including the
condition that no Material Adverse Effect can have occurred prior
to Admission) and the "Termination of the Placing Agreement"
section of Appendix 1 (including various force majeure events set
out therein).
For further information please contact:
DFS PLC
Tim Stacey, CEO
Mike Schmidt, CFO
Via Tulchan
Jefferies (Joint Global Coordinator, Joint Bookrunner and Joint
Corporate Broker)
Paul Nicholls
Max Jones
Lee Morton
+44 (0) 20 7029 8000
Peel Hunt (Joint Global Coordinator, Joint Bookrunner and Joint
Corporate Broker)
Dan Webster
Al Rae
+44 (0) 20 7418 8900
Barclays (Joint Global Coordinator and Joint Bookrunner)
Ken Brown
Chris Madderson
+44 (0) 20 7623 2323
BNP Paribas (Joint Global Coordinator and Joint Bookrunner)
Abid Chaudhri
Paul Frankfurt
Lewis Burnett
+44 (0) 20 7595 2000
Tulchan (Financial PR)
James Macey-White
Jessica Reid
+44 (0) 20 7353 4200
Appendix 1
Terms and Conditions of the Placing for invited placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING EXCEPT AS DISCLOSED IN THIS ANNOUNCEMENT UNDER "DETAILS OF
THE PLACING". THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND IS 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) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN
THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN
(A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT 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
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF, 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 ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
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. SUBJECT TO CERTAIN EXCEPTIONS,
THE PLACING IS BEING MADE OUTSIDE THE UNITED STATES IN OFFSHORE
TRANSACTIONS WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION
S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SHARES
REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED
KINGDOM, THE UNITED STATES ANY RESTRICTED TERRITORY OR
ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States, any Restricted Territory (as defined
below) or in any jurisdiction where such offer or solicitation is
unlawful. No public offering of securities will be made in
connection with the Placing in the United Kingdom, the United
States, any Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, the Republic of
South Africa or Japan (each a "Restricted Territory") or in any
jurisdiction in which such publication or distribution is unlawful.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or
Jefferies International Limited ("Jefferies"), or Peel Hunt LLP
("Peel Hunt") or Barclays Bank PLC, acting through its investment
bank ("Barclays"), or BNP Paribas ("BNP Paribas", together with
Jefferies, Peel Hunt and Barclays, the "Banks") or any of their
respective Affiliates or agents which would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any such action.
Persons into whose possession this Announcement comes are required
by the Company and the Banks to inform themselves about, and to
observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
The Placing has not been approved and will not be approved or
disapproved by the US Securities and Exchange Commission, any State
securities commission or any 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.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
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 any of
the Banks or their respective Affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any party or its advisers, and any liability therefore
is expressly disclaimed.
Each of Jefferies and Peel Hunt is authorised and regulated in
the United Kingdom by the Financial Conduct Authority (the "FCA").
Barclays is authorised by the Prudential Regulatory Authority (the
"PRA") and regulated in the United Kingdom by the PRA and the FCA.
BNP Paribas is lead supervised by the European Central Bank ("ECB")
and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR")
(and its London Branch is authorised by the ECB, the ACPR and the
PRA and subject to limited regulation by the FCA and the PRA). The
Banks are acting exclusively for the Company and no-one else in
connection with the Placing and are not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to their respective
clients nor for providing advice in relation to the Placing and/or
any other matter referred to in this Announcement.
None of the Company, the Banks or their respective Affiliates or
agents makes any representation or warranty, express or implied to
any Placees regarding any investment in the securities referred to
in this Announcement under the laws applicable to such Placees.
Each Placee should consult its own advisers as to the legal, tax,
business, financial and related aspects of an investment in the
Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein .
In particular each such Placee represents, warrants and
acknowledges that:
(a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
(b) it is and, at the time the Placing Shares are acquired, will
be, either (i) outside the United States and is acquiring the
Placing Shares in an "offshore transaction" in accordance with Rule
903 or Rule 904 of Regulation S under the Securities Act
("Regulation S"), or (ii) a Qualified Institutional Buyer, (a
"QIB") subscribing for the Placing Shares pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements under the Securities Act, acknowledging that the
Placing Shares have not been, and will not be, registered under the
Securities Act or with any State or other jurisdiction of the
United States. With respect to (ii) above, it is subscribing for
the Placing Shares for its own account, or for one or more accounts
as to each of which it exercises sole investment discretion and
each of which is a QIB, for investment purposes only and not with a
view to any distribution or for resale in connection with the
distribution thereof in whole or in part, in the United States, and
it has full authority to, and does, make the acknowledgements,
representations and agreements herein on behalf of each such
account; and
(c) if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
any Placing Shares acquired 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
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the
Managers has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at in Appendix
2.
Bookbuild
Following this Announcement, the Banks will commence a
bookbuilding process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Members
of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
Jefferies and Peel Hunt are acting as joint global coordinators,
joint bookrunners and corporate brokers, and Barclays and BNP
Paribas are acting as joint global coordinators and joint
bookrunners in connection with the Placing, which, if and only if
the Placing Price (as defined below) is less than GBP1.50 per
Placing Share, will be conditional upon completion of the Share
Split. The Banks have entered into an agreement with the Company
(the "Placing Agreement") under which, subject to the conditions
set out therein, the Banks will agree to use their respective
reasonable endeavours to procure Placees for the Placing Shares at
a price determined following completion of the Bookbuild and as set
out in the Placing Agreement, or failing which to subscribe as
principal for the Placing Shares.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Placing Price") and the final number of Placing
Shares will be decided at the close of the Bookbuild following the
execution of the placing terms by the Company and the Banks (the
"Placing Terms"). The timing of the closing of the book, pricing
and allocations are at the discretion of the Company and the Banks.
Details of the Placing Price and the number of Placing Shares will
be announced as soon as practicable after the close of the
Bookbuild.
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares (other than treasury
shares which are non-voting and do not qualify for dividends),
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue. The Placing Shares will be issued
free of any encumbrances, liens or other security interests.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. Jefferies will
subscribe for ordinary shares and redeemable preference shares in
Club Financing Limited, a wholly owned subsidiary of the Company,
for an amount approximately equal to the net proceeds of the
Placing. The Company will allot and issue the Placing Shares on a
non-pre-emptive basis to Placees in consideration for the transfer
of the ordinary shares and redeemable preference shares in Club
Financing Limited that will be issued to Jefferies.
Application for admission to trading
The Company will apply 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 ("Admission"). It is expected that Admission will
become effective at 8.00 a.m. on (i) 14 May 2020, if the Company
needs to effect the Share Split; or (ii) 27 April 2020, if the
Company does not need to effect the Share Split (or such later date
as may be agreed between the Company and the Banks).
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company.
Participation will only be available to persons who may lawfully
be, and are, invited to participate by any of the Banks. Each of
the Banks and their respective Affiliates are entitled to enter
bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Banks by all Placees whose bids are
successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Banks and the
Company following completion of the Bookbuild. The Placing Price
will be announced on a Regulatory Information Service following the
completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of
the Banks. Each bid should state the number of Placing Shares which
the prospective Placee wishes to acquire either at the Placing
Price which is ultimately established by the Company and the Banks
or at prices up to a price limit specified in its bid. Bids may be
scaled down by the Banks on the basis referred to in paragraph 6
below.
4. The Bookbuild is expected to close no later than 8:00 p.m.
(London time) on 22 April 2020 but may be closed earlier or later,
at the discretion of the Banks. The Banks may, in agreement with
the Company, accept bids that are received after the Bookbuild has
closed.
5. Each Placee's allocation will be confirmed to Placees orally
by the relevant Bank following the close of the Bookbuild, and a
contract note will be dispatched as soon as possible thereafter.
Subject to paragraph 7 below, the relevant Bank's oral confirmation
to such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a
Placee) in favour of such Bank and the Company, under which such
Placee agrees to acquire the number of Placing Shares allocated to
it and to pay the relevant Placing Price on the terms and
conditions set out in this Appendix and in accordance with the
Company's corporate documents. The allocation of the Placing Shares
shall be at the Company's discretion having consulted with the
Banks.
6. Subject to paragraphs 2 and 3 above, the Banks will, in
effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares and may
scale down any bids for this purpose on such basis as it may
determine. The Banks may also, notwithstanding paragraphs 2 and 3
above and 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 Banks.
7. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each Placee
of an Investor Representation Letter in the form set out in the
Placing Agreement.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Bank's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bank, 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 that such Placee has
agreed to acquire. Each Placee's obligations will be owed to the
relevant Bank.
9. Except as required by law or regulation, no press release or
other announcement will be made by any of the Banks 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.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
11. 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".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Bank.
13. To the fullest extent permissible by law, none of the Banks,
the Company or any of their respective Affiliates shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Banks, the Company, or any of their respective
Affiliates shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of
the Banks' conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Banks, their respective Affiliates
and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Banks' respective obligations under the Placing
Agreement (save for certain obligations of Peel Hunt as sponsor)
are subject to certain conditions, including:
(a) Admission of the Placing Shares taking place by no later
than 8:00 a.m. (London time) on 14 May 2020;
(b) the Company having complied with all material obligations
and undertakings under the Placing Agreement which fall to be
performed or satisfied prior to Admission, except as would not in
the sole opinion of each of the Banks (acting in good faith) be
material in the context of the Group (taken as a whole), material
to the underwriting of the Placing or otherwise material in the
context of the Placing or Admission;
(c) the Placing Terms having been executed and delivered by the
parties thereto in their respective absolute discretions;
(d) the publication by the Company of the Trading Update and the
results of the Placing on a Regulatory Information Service
immediately following the execution of the Placing Terms (the
"Pricing Announcement");
(e) none of the warranties on the part of the Company in the
Placing Agreement becoming untrue or inaccurate or misleading
between the date of the Placing Agreement and Admission as though,
in each such case, they had been given and made on such date by
reference to the facts and circumstances from time to time
subsisting;
(f) in the sole opinion of each of the Banks (acting in good
faith), there not having been any Material Adverse Effect (whether
or not foreseeable at the date of the Placing Agreement) at any
time prior to Admission;
(g) if, and only if, the Placing Price is less than 150 pence
per Placing Share, the posting of the Circular, General Meeting
Notice and the Form of Proxy by no later than 27 April 2020 and the
convening of the General Meeting for the General Meeting Date. For
the avoidance of doubt, if the Placing Price is 150 pence per
Placing Share or more, this condition shall not apply;
(h) if, and only if, the Placing Price is less than 150 pence
per Placing Share, the completion of the Share Split as described
in the Circular and the passing of the Shareholder Resolutions
(without amendment, or with such amendments as each of the Banks
may agree) at the General Meeting on the General Meeting Date (and
not, except with the prior written agreement of each of the Banks,
at any adjournment of such meeting). For the avoidance of doubt, if
the Placing Price is 150 pence per Placing Share or more, this
condition shall not apply;
(i) the Option Agreement and the Subscription and Transfer
Agreement each having been duly executed and delivered by the
parties the Company and JerseyCo and not (without the prior written
consent of each of the Banks) having been amended or varied or any
condition therein waived, and there having occurred no event of
default or breach of the terms thereof and the Option Agreement and
the Subscription and Transfer Agreement remaining in full force and
effect and having become wholly unconditional (save for any
conditions therein relating to Admission); and
(j) the Company allotting and/or issuing, as applicable, subject
only to Admission, the Placing Shares in accordance with the
Placing Agreement.
If any of the conditions contained in the Placing Agreement
(save for certain excluded conditions as specified in the Placing
Agreement), including those described above, are not fulfilled or
(where applicable) waived in writing by the Banks by the relevant
time and/or date specified (or such later time as the Banks may in
their respective absolute discretions decide), the Placing
Agreement will cease and terminate, the Placing will lapse and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
The Banks shall, in their respective absolute discretions, be
entitled to waive compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the
conditions in the Placing Agreement save that the above conditions
relating, inter alia, to Admission taking place, the Company
allotting and/or issuing, as applicable, the Placing Shares and the
publication by the Company of the results of the Placing may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
None of the Banks shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision it may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Banks.
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 Bank may, in its absolute discretion, at any time on or
before Admission, terminate the Placing Agreement in accordance
with its terms in certain circumstances as set out below, save that
if one or more of the Banks (the "Continuing Bank(s)") still wish
to allow Admission to proceed on the basis of the Transaction
Documents subject to (i) such amendment, updating or supplementing
of the Transaction Documents and/or (ii) the publication by the
Company of such announcement or announcements, in each case as the
Continuing Bank(s) may require and the Company may agree, they may
do so (in which case the Placing Agreement shall not terminate in
respect of the Continuing Bank(s) and the Company) and the
Continuing Bank(s) shall assume all obligations of the other
Bank(s) which remain to be performed under the Placing
Agreement.
Circumstances in which each Bank may, in its absolute
discretion, terminate the Placing Agreement in accordance with its
terms include, inter alia, if: (i) there has been a breach by the
Company of any of the obligations, material undertakings or
material covenants contained in or given pursuant to the Placing
Agreement or any of the warranties not being, or ceasing to be,
true, accurate and not misleading which, in each case, any Bank
considers (acting in good faith) to be material in the context of
the Company, the Group, the Placing, Admission or the aftermarket
for the Placing Shares; (ii) in the sole opinion of any Bank
(acting in good faith), there has been a Material Adverse Effect
(whether or not foreseeable at the date of the Placing Agreement);
(iii) either of the Company's applications for Admission are
withdrawn and/or refused by the FCA or the London Stock Exchange;
or (iv) there has occurred any change in the financial markets in
the United Kingdom, the United States, the European Union or in
other international financial markets, any outbreak of hostilities
or escalation thereof, any act of terrorism or war or any
declaration of emergency or martial law or other calamity or crisis
(including without limitation, a significant escalation in the
COVID-19 pandemic/epidemic on or after the date of this agreement)
in the UK, USA or EEA or any change or development involving a
prospective change in national or international political,
financial or economic conditions, currency exchange rates or
exchange controls, whether or not foreseeable at the date of this
agreement, in each case the effect of which (either singly or
together with any other event referred in this paragraph) is such
as to make it, in the sole opinion of any Bank (acting in good
faith), impracticable or inadvisable to proceed with the Placing,
the underwriting of the Placing Shares or Admission or the
marketing and distribution of the Placing Shares.
By participating in the Placing, Placees agree that the exercise
by the any of the Banks of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Banks or for agreement between the Company and
the Banks (as the case may be) and that neither the Company nor the
Banks need make any reference to, or consultation with, Placees and
that neither they nor any of their respective Affiliates, agents,
directors, officers or employees shall have any liability to
Placees whatsoever in connection with any such exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement 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 and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms to the Banks and the
Company 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)
or the Banks or their respective Affiliates or any other person and
none of the Banks, the Company, or any of their respective
Affiliates 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). By participating in
the Placing, each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude or limit the
liability of any person for fraudulent misrepresentation by that
person.
Lock-up
The Company has undertaken to the Banks that, between the date
of the Placing Agreement and 180 calendar days after the Closing
Date, it will not, without the prior written consent of the Banks
(acting jointly) enter into certain transactions involving or
relating to the Ordinary Shares, subject to certain carve-outs
agreed between the Banks and the Company.
By participating in the Placing, Placees agree that the exercise
by the Banks of any power to grant consent to waive the undertaking
by the Company of a transaction which would otherwise be subject to
the lock-up under the Placing Agreement shall be within the
absolute discretion of the Banks and that they need not make any
reference to, or consultation with, Placees and that they shall
have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BTCOLB89) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Banks 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 in CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the Banks and settlement instructions. Placees should
settle against CREST ID: 393. It is expected that such contract
note will be despatched on or around 14 May 2020 and that this will
also be the trade date.
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 the relevant Bank.
The Company will deliver the Placing Shares to a CREST account
operated by Jefferies as agent for the Company and Jefferies will
enter its delivery (DEL) instruction into the CREST system.
Jefferies will hold any Placing Shares delivered to this account as
nominee for the Placees. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on (i) 14 May 2020, if
the Company needs to effect the Share Split; or (ii) 27 April 2020,
if the Company does not need to effect the Share Split, in
accordance with the instructions given to the Banks.
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 Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, 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.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject to as provided
below, be so registered free from any liability to UK stamp duty or
UK stamp duty reserve tax. If there are any circumstances in which
any other stamp duty or stamp duty reserve tax (and/or any
interest, fines or 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 the
Banks nor the Company shall be responsible for the payment
thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Banks (in their capacity as joint global coordinators and
joint bookrunners and as placing agents of the Company in respect
of the Placing) and the Company, in each case as a fundamental term
of its application for Placing Shares, the following:
14. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
15. that no offering document or prospectus or admission
document has been or will be prepared in connection with the
Placing or is required under the Prospectus Regulation and it has
not received and will not receive a prospectus, admission document
or other offering document in connection with the Bookbuild, the
Placing or the Placing Shares;
16. that certain Ordinary Shares are admitted to trading on the
London Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance
with MAR and the rules and practices of the London Stock Exchange
and/or 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 that it is able
to obtain or access such Exchange Information;
17. that none of the Banks, the Company or any of their
respective Affiliates nor any person acting on behalf of any of
them has provided, and none of them will provide, it with any
material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested any of the Banks, the
Company, or any of their respective Affiliates nor any person
acting on behalf of any of them to provide it with any such
material or information;
18. unless otherwise specifically agreed with the Banks, that
they are 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 a Restricted Territory or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire
the Placing Shares, and further acknowledges that the Placing
Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document,
prospectus or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of
the United States or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
19. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Banks, any of
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, including, without
limitation, any Exchange Information, 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 any information previously published by or on
behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any 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 Banks or the
Company and none of the Banks 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. 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
and that none of the Banks or any of their respective Affiliates
have made any representations to it, express or implied, with
respect to the Company, the Bookbuild, the Placing and the Placing
Shares or the accuracy, completeness or adequacy of the Exchange
Information, and each of them expressly disclaims any liability in
respect thereof. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
20. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Banks,
any of their respective Affiliates or any person acting on the
Banks' or any of their respective Affiliates' behalf and
understands that (i) none of the Banks,any of their respective
Affiliates or any person acting on its behalf has or shall have any
liability for public information or any representation; (ii) none
of the Banks, any of their respective Affiliates or any person
acting on its behalf has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
document or otherwise; and that (iii) none of the Banks, any of
their respective Affiliates or 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;
21. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that 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
service;
22. acknowledges that no action has been or will be taken by the
Company, the Banks or any person acting on behalf of the Company or
the Banks 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;
23. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Banks, the Company or any of their
respective Affiliates acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
24. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to 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;
25. that it has complied with its obligations under the Criminal
Justice Act 1993, the EU Market Abuse Regulation and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the Banks have not received such
satisfactory evidence, the Banks may, in their absolute discretion,
terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Banks will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
26. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Banks and the Company for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person);
27. if in a Member State of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is a
"Qualified Investor" within the meaning of Article 2(e) of the
Prospectus Regulation;
28. if in the United Kingdom, that it is a Qualified Investor:
(i) who falls within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who falls
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 lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
29. that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United
States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
30. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
31. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
32. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation, that the Placing
Shares acquired for by it in the Placing will not be acquired for
on a non-discretionary basis on behalf of, nor will they be
acquired for with a view to their offer or resale to, persons in a
member state of the EEA other than Qualified Investors or persons
in the United Kingdom other than Relevant Persons, or in
circumstances in which the prior consent of the Banks has been
given to the proposed offer or resale;
33. 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 Relevant
Persons or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
34. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors 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 EEA within the
meaning of the Prospectus Regulation;
35. 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;
36. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
37. if it has received any inside sensitive information about
the Company in advance of the Placing, it has not: (i) dealt in the
securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by the MAR,
prior to the information being made publicly available;
38. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to 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 Banks, any of their respective Affiliates or any person acting
on their behalf being in breach of the legal and/or regulatory
requirements and/or any anti-money laundering requirements of any
territory in connection with the Placing; and (iv) that the
subscription for and purchase 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;
39. 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 against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Banks may in their absolute discretion determine and without
liability to such Placee. It will, however, 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;
40. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Banks or 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;
41. that none of the Banks, any of their respective Affiliates
or any person acting on their behalf, is making any recommendations
to it, or 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 the Banks and that the Banks do not
have 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 the Banks' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
42. 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 Banks, the Company or any of their
respective Affiliates will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar duties or
taxes (together with any interest or penalties) resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to indemnify each of the
Banks, the Company and any of their respective Affiliates in
respect of the same on an after-tax basis on the basis that the
Placing Shares will be allotted to the CREST stock account of
Jefferies who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
43. 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
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (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 Banks or the Company 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;
44. that each of the Banks, the Company and their respective
Affiliates and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each of
the Banks on their own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises each of the Banks 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;
45. that it will indemnify on an after-tax basis and hold each
of the Banks, the Company and their respective Affiliates and any
person acting on their behalf harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it 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;
46. acknowledges that it irrevocably appoints any director of
the Banks 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;
47. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Banks' conduct of the
Placing;
48. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, 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, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Banks, (iv) it has had sufficient
time and access to information 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 has so conducted its own investigation to the extent
it deems necessary for the purposes of its investigation, and (v)
it will not look to the Company, the Banks, 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;
49. acknowledges and agrees that neither the Banks nor the
Company owe any fiduciary or other duties to it or any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
50. understands and agrees that it may not rely on any
investigation that the Banks 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 the Banks have not made any
representation or warranty to it, express or implied, with respect
to the merits of the Placing, the subscription for or purchase 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 any
investment or other recommendation to it to acquire the Placing
Shares. It acknowledges and agrees that no information has been
prepared by, or is the responsibility of, the Banks for the
purposes of this Placing;
51. acknowledges and agrees that it will not hold any of the
Banks or any of their respective Affiliates or any person acting on
their behalf responsible or liable for any misstatements in or
omission from any publicly available information relating to the
Group or information made available (whether in written or oral
form) relating to the Group (the "Information") and that none of
the Banks or any person acting on behalf of the Banks 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;
52. that in connection with the Placing, the Banks and any of
their respective Affiliates acting as an investor for its own
account may take up shares in the Company and in that capacity may
retain, purchase or sell for its own account such shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. 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 the Banks and any of their
respective Affiliates acting in such capacity. In addition, the
Banks may enter into financing arrangements and swaps with
investors in connection with which the Banks may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. None of the Banks or any of their
respective Affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
53. acknowledges that (i) 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, nor approved or disapproved by the U.S. Securities and
Exchange Commission, any state securities commission in the United
States or any other United States regulatory authority; (ii)
subject to certain exceptions, the Placing Shares are being offered
and sold outside the United States in reliance on Regulation S; and
(iii) the Placing Shares may not be reoffered, resold, pledged or
otherwise transferred except in transactions not requiring
registration under the Securities Act;
54. represents and warrants that, subject to certain exceptions,
(a) each of it and each beneficial owner of the Placing Shares for
whom it is acting is and at the time the Placing Shares are
acquired will be, located outside the United States and is and will
be acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S and (b) it will
not offer or sell, directly or indirectly, any of the Placing
Shares except in an "offshore transaction" in accordance with
Regulation S or in the United States pursuant to an available
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
55. that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or any form of directed selling efforts (as defined
in Regulation S); and
56. that the Placing Shares have not been, and will not be,
registered under the Securities Act or with any State or other
jurisdiction of the United States, that the Placing Shares will be
"restricted securities" within the meaning of Rule 144 under the
Securities Act and that, if the Placee is located in the United
States, the Placing Shares may not be reoffered, resold, pledged or
otherwise transferred except (a) pursuant to an effective
registration statement under the Securities Act, (b) outside the
United States pursuant to Rule 903 or Rule 904 of Regulation S
under the Securities Act, (c) pursuant to Rule 144 under the
Securities Act (if available) or (d) in a transaction pursuant to
another exemption from, or a transaction not subject to, the
registration requirements of the Securities Act, in each case in
compliance with all applicable laws. Each such Placee agrees that
it will notify any transferee to whom it subsequently reoffers,
resells, pledges or otherwise transfers the Placing Shares of the
foregoing restrictions on transfer. For so long as the Placing
Shares are "restricted securities", each such Placee agrees that it
shall not deposit such Placing Shares in any unrestricted
depositary facility established or maintained by a depositary bank,
and each such Placee also understands that no representation can be
made by the Company or the Banks as to the availability of Rule
144, Rule 144A or any other exemption under the Securities Act for
the reoffer, resale, pledge or transfer of the Placing Shares.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (for their own
benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on their behalf) and are
irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Banks or the Company owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK 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 for the Placing Shares in question. Neither the Company nor
the Banks will be responsible for any UK stamp duty or UK stamp
duty reserve tax (including any interest and penalties relating
thereto) arising in relation to the Placing Shares in any other
circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Banks nor the Company are liable to bear any stamp duty
or stamp duty reserve tax or any other similar duties or taxes
("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Banks and/or the Company and their respective Affiliates
harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that any of the Banks or any of their
respective Affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the Banks are receiving
a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Banks, any money held in an account with any of
the Banks 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 the Banks'
money in accordance with the client money rules and will be used by
the Banks in the course of its own business; and the Placee will
rank only as a general creditor of the Banks.
All times and dates in this Announcement may be subject to
amendment by the Banks (in their absolute discretion). The Banks
shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Banks 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.
Each Placee may be asked to disclose in writing or orally to the
Banks:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
1 Admission means admission of the Placing Shares to the
premium listing segment of the Official List
and to trading on the London Stock Exchange's
main market for listed securities;
2 Admission means the press announcement in the agreed form
Announcement announcing Admission to be released outside
the United States by the Company;
3 Affiliate has the meaning given in Rule 501(b) of Regulation
D under the Securities Act or Rule 405 under
the Securities Act, as applicable and, in the
case of the Company, includes its subsidiary
undertakings;
4 Announcement means this announcement (including its Appendices);
5 Banks means Jefferies, Peel Hunt, Barclays and BNP
Paribas;
6 Barclays means Barclays Bank PLC, acting through its
investment bank;
7 BNP Paribas means BNP PARIBAS;
8 Bookbuild means the bookbuilding process to be commenced
by the Banks to use their respective reasonable
endeavours to procure placees for the Placing
Shares, as described in this Announcement and
subject to the terms and conditions set out
in this Announcement and the Placing Agreement;
9 Circular means the shareholder circular to be dated on
or around the date of this agreement, including
the General Meeting Notice, in connection with
convening the General Meeting;
10 Closing Date means the day on which the transactions effected
in connection with the Placing will be settled;
11 Company means DFS Furniture PLC;
12 CREST means the relevant system (as defined in the
Uncertificated Securities Regulations 2001 (SI
2001 No. 3755)) in respect of which Euroclear
is the Operator (as defined in such Regulations)
in accordance with which securities may be held
and transferred in uncertificated form;
13 Euroclear means Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and Wales;
14 FCA or Financial means the UK Financial Conduct Authority;
Conduct Authority
15 Form of Proxy means the form of proxy in the agreed form to
be sent to shareholders of the Company for use
in connection with the General Meeting;
16 FSMA means the Financial Services and Markets Act
2000 (as amended);
17 General Meeting means the general meeting of the Company to
be convened for the General Meeting Date if
the Company needs to effect the Share Split
in order to complete the Placing, at which the
Shareholder Resolutions will be proposed;
18 General Meeting means 13 May 2020 or, if the General Meeting
Date is adjourned with the prior written consent
of each of the Banks, the date of any such adjourned
meeting;
19 General Meeting means the notice in the agreed form convening
Notice the GM;
20 General Meeting means the announcement giving details of the
Results Announcement results of the General Meeting;
21 Group means the Company and its subsidiary undertakings;
22 Investor means the letter in the form set out in the
Representation Placing Agreement;
Letter
23 Jefferies means Jefferies International Limited;
24 Listing Rules means the rules and regulations made by the
FCA under FSMA;
25 LSE or London means London Stock Exchange plc;
Stock Exchange
26 MAR means the Market Abuse Regulation (EU) No.596/2014;
27 Material means a material adverse effect or change (whether
Adverse Effect or not foreseeable at the date of this agreement)
in, or any development reasonably likely to
involve a prospective material adverse change
in or affecting, the condition (financial, operational,
management, legal, regulatory or otherwise)
or in the earnings, management, results of operations,
business affairs or business prospects of the
Group taken as a whole, whether or not arising
in the ordinary course of business;
28 Option Agreement means the option agreement entered into between
the Company, Jefferies and Club Financing Limited
on or about the date hereof;
29 Ordinary means an ordinary share of 150 pence each in
Share the capital of the Company and/or, following
the Share Split if applicable, the ordinary
shares of 10 pence each in the capital of the
Company, as the context may require;
30 Peel Hunt means Peel Hunt LLP;
31 Placee means any person (including individuals, funds
or otherwise) by whom or on whose behalf a commitment
to acquire Placing Shares has been given;
32 Placing has the meaning given to that term in paragraph
1 of this Announcement;
33 Placing Agreement has the meaning given to that term in Appendix
1 to this Announcement;
34 Placing Price means the price per Ordinary Share at which
the Placing Shares are placed;
35 Placing Shares has the meaning given to that term in paragraph
1 of this Announcement;
36 Placing Terms has the meaning given to that term in Appendix
1 to this Announcement;
37 Press Announcements means this Announcement, the Pricing Announcement,
the General Meeting Results Announcement, the
Admission Announcement (if any), the Trading
Update and any other document or announcement
issued or published by or on behalf of the Company
in connection with the Placing, each containing
the legend required by Rule 135e of the Securities
Act, and "Press Announcement" means any one
of them;
38 Pricing Announcement means the announcement published by the Company
confirming the results of the Placing on a Regulatory
Information Service immediately following the
execution of the Placing Terms;
39 Prospectus means the Prospectus Regulation (EU) 2017/1129;
Regulation
40 QIB means qualified institutional buyers as defined
under Rule 144A of the Securities Act;
41 Regulation means Regulation S promulgated under the Securities
S Act;
42 Regulatory means any of the services set out in Appendix
Information 3 of the Listing Rules;
Service
43 Restricted means the United States, Australia, Canada,
Territory the Republic of South Africa or Japan;
44 Securities means the US Securities Act of 1933;
Act
45 Share Split means a share subdivision pursuant to which
(if and only if the Placing Price is less than
GBP1.50 per Placing Share) each existing ordinary
share of GBP1.50 in the capital of the Company
will be subdivided into one new ordinary share
of GBP0.10 in the capital of the Company and
one deferred share of GBP1.40 in the capital
of the Company.
46 Shareholder means the two ordinary resolutions set out in
Resolutions the General Meeting Notice in relation to the
Share Split;
47 Subscription means the subscription and transfer agreement
and Transfer entered into between the Company, Jefferies
Agreement and Club Financing Limited on or about the date
hereof;
48 subsidiary has the meaning given to that term in the Companies
Act 2006;
49 subsidiary has the meaning given to that term in the Companies
undertaking Act 2006;
50 Terms and means the terms and conditions of the Placing
Conditions set out in Appendix 1 to this Announcement;
51 Trading Update has the meaning given to that term on page 2
of this Announcement;
52 Transaction Means, inter alia, each of the General Meeting
Documents Notice, this Announcement and the Press Announcements;
53 uncertificated means in respect of a share or other security,
or in uncertificated where that share or other security is recorded
form on the relevant register of the share or security
concerned as being held in uncertificated form
in CREST and title to which may be transferred
by means of CREST;
54 United Kingdom means the United Kingdom of Great Britain and
or UK Northern Ireland; and
55 United States means the United States of America, its territories
or US and possessions, any state of the United States
of America, the District of Columbia and all
other areas subject to its jurisdiction and
any political sub-division thereof.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK. All
references to "US$", "$" or "dollars" are to the lawful currency of
the United States of America.
IMPORTANT NOTICES
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, the Banks or any of their
respective affiliates, agents, directors, officers or employees
that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Banks to inform themselves about, and to observe,
such restrictions.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with Regulation (EU) 2017/1129, as amended
from time to time (the "Prospectus Regulation")) to be published.
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. Persons needing advice should consult an independent
financial adviser.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa or Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such
jurisdiction.
The securities referred to herein have not been and will not be
registered under the US Securities Act 1933 (the "Securities Act")
or under the securities laws of any state or other jurisdiction of
the United States, and may not be offered or sold directly or
indirectly in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with the securities laws of any state or any other jurisdiction of
the United States. The Placing Shares are, subject to certain
exceptions, being offered and sold only outside the United States
in accordance with Regulation S under the Securities Act. No public
offering of securities is being made in the United States. No
money, securities or other consideration from any person inside the
United States is being solicited and, if sent in response to the
information contained in this Announcement, will not be
accepted.
The relevant clearances have not been, 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; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of
Australia, Canada, the Republic of South Africa or Japan.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, the Republic of South Africa, or Japan or any other
jurisdiction in which such activities would be unlawful.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (each a "Placee") by making an oral and legally binding
offer to acquire Placing Shares will be deemed to have read and
understood this Announcement in its entirety, to be participating,
making an offer and acquiring Placing Shares on the terms and
conditions contained in the Appendices to this Announcement and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendices to
this Announcement.
Certain statements contained in this Announcement may constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results,
performance or achievements to differ materially from those
projected or implied in any forward-looking statements. The
important factors that could cause the Company's actual results,
performance or achievements to differ materially from those in the
forward-looking statements include, among others, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this Announcement may not occur.
The forward-looking statements contained in this Announcement speak
only as of the date of this Announcement. The Company, its
directors and the Banks each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required to do so by applicable law or
regulation, the Listing Rules, MAR, the DTRs, the rules of the
London Stock Exchange or the FCA.
Each of Jefferies and Peel Hunt is authorised and regulated in
the United Kingdom by the Financial Conduct Authority (the "FCA").
Barclays is authorised by the Prudential Regulatory Authority (the
"PRA") and regulated in the United Kingdom by the PRA and the FCA.
BNP Paribas is lead supervised by the European Central Bank ("ECB")
and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR")
(and its London Branch is authorised by the ECB, the ACPR and the
PRA and subject to limited regulation by the FCA and the PRA).The
Banks are acting exclusively for the Company and no one else in
connection with the Placing, the content of this Announcement and
other matters described in this Announcement. The Banks will not
regard any other person as their clients in relation to the
Placing, the content of this Announcement and other matters
described in this Announcement and will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to their clients or for providing advice
to any other person in relation to the Placing, the content of this
Announcement or any other matters referred to in this
Announcement.
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 the
Banks or by any of their 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.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. The
price of shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
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 the Banks.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
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.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
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 Placing Shares 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, the Banks 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.
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.
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
IOEKKBBNPBKDAQB
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April 22, 2020 11:38 ET (15:38 GMT)
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