TIDMSSPG
RNS Number : 7469O
SSP Group PLC
03 June 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THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR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 CONTAINS INSIDE INFORMATION.
LEI:213800QGNIWTXFMENJ24
For immediate release
3 June 2020
SSP Group plc
Proposed placing of ordinary shares for re-investment of 2019
Final Dividend
SSP Group plc ("SSP", or the "Company"), a leading operator of
food and beverage outlets in travel locations worldwide today
announces its intention to conduct a non--pre--emptive placing of
new ordinary shares (the "Placing Shares" ) of 1 (17) /(200) pence
each in the capital of the Company (the "Placing").
SSP's final dividend of 6.0 pence per ordinary share (the "2019
Final Dividend") that was voted on and approved by SSP's
shareholders at the Company's AGM on 26 February 2020, with a
record date of 6 March 2020, will be paid on 4 June 2020.
The rationale for the Placing is to allow those persons that are
beneficially entitled to the 2019 Final Dividend ("Entitled
Investors") to re-invest their 2019 Final Dividend back in to the
Company. As such, participation in the Placing is limited to
certain Entitled Investors.
In addition, in conjunction with the Placing, certain directors
and members of the senior management team of the Company
("Subscribers") intend to re-invest all or part of their
entitlement (and the entitlement of persons closely associated with
them) to the 2019 Final Dividend and subscribe (the "Subscription")
for new ordinary shares in the capital of the Company (the
"Subscription Shares") at the Placing Price (as defined below).
In addition to the Placing and the Subscription, a separate
offer of new ordinary shares in the capital of the Company (the
"Retail Offer Shares") at the Placing Price (as defined below) will
be made by the Company on the PrimaryBid platform (the "Retail
Offer") to provide retail investors who are beneficially entitled
to the Final Dividend (including any retail investor who is
beneficially entitled to the Final Dividend in circumstances where
a financial intermediary (as that term is used in Article 2(d) of
the Regulation (EU) 2017/1129 (the "Prospectus Regulation")), a
custodian, a nominee, a trustee or another person, in each case, is
legally entitled to the 2019 Final Dividend) with an opportunity to
participate alongside the Placing. A separate announcement will be
made shortly regarding the Retail Offer and its terms.
Together, the total proceeds from the Placing Shares,
Subscription Shares and the Retail Offer will not exceed GBP26.8
million, being the total value of the 2019 Final Dividend.
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuilding Process" ) which will be
launched immediately following this announcement. The Placing is
subject to the terms and conditions set out in Appendix 1 to this
announcement (which forms part of this Announcement, such
announcement and its Appendices together being this "Announcement"
). The Subscription Shares will be subscribed for on the basis
agreed pursuant to subscription letters entered into between the
Company and the Subscribers, rather than pursuant to the terms and
conditions of the Placing contained in Appendix 1 to this
Announcement.
Reasons for the Placing
SSP announced in its trading update on 25 March 2020 that it was
deferring the payment of its 2019 Final Dividend to 4 June 2020 and
that it would engage with its shareholders in order to retain this
cash in the business. SSP has engaged with shareholders and has
assessed various options including cancelling, requesting waivers
and further deferral of the 2019 Final Dividend payment. In light
of the circumstances around the timing and approval of SSP's 2019
Final Dividend at the Company's Annual General Meeting on 26
February 2020 many of the options proved to be unachievable.
Following further engagement with shareholders and with the
continued aim of retaining cash within SSP, the Company is today
conducting the Placing, Subscription and Retail Offer to raise up
to a maximum value of GBP26.8 million to offset the cash outflow
from the payment of the 2019 Final Dividend. The Placing is solely
intended for Entitled Investors in respect of the 2019 Final
Dividend payment that will be paid on 4 June 2020 and offers an
opportunity to reinvest their cash dividend back in the business.
Entitled Investors are not permitted to apply for an allocation in
the Placing that exceeds the value of their 2019 Final Dividend
entitlement.
The proceeds from the Placing will allow for a proportion of the
2019 Final Dividend payment (approximately GBP26.8 million) to be
effectively retained in the business and further enhance the
Company's cash and liquidity position during this period of
unprecedented disruption in the global travel market as a result of
the COVID-19 outbreak.
SSP acknowledges that it recently undertook a non-pre-emptive
placing to raise approximately GBP216 million which resulted in the
issuance of approximately 86.5 million new ordinary shares.
Participation in the Placing will be limited to Entitled Investors
and allocations will be capped at the value of Entitled Investors'
2019 Final Dividend entitlement. The price at which the Placing
Shares are to be placed (the "Placing Price" ) will be equal to the
mid-market closing price of SSP's ordinary shares on 3 June
2020.
Details of the Placing
Barclays Bank PLC, acting through its investment bank
("Barclays") is acting as global co-ordinator and bookrunner, with
Barclays also providing certain sponsor services to the Company, in
connection with the Placing. For the avoidance of doubt, Barclays
is playing no role in connection with the Retail Offer.
The Placing is subject to the terms and conditions set out in
the Appendix 1 to this Announcement.
Barclays will commence the Bookbuilding Process and the book
will open with immediate effect following this Announcement. The
book will close at 4.00pm BST on 3 June 2020, allocations to
Entitled Investors are at the absolute discretion of Barclays and
the Company. The Placing Price will be equal to the mid-market
closing price of SSP's ordinary shares on 3 June 2020. Confirmation
of the Placing Price and the number of Placing Shares will be
announced as soon as practicable on 4 June 2020, along with
allocations.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
existing ordinary shares of the Company, the Subscription Shares
and the Retail Offer Shares, including, without limitation, the
right to receive any future dividends and other distributions
declared, made or paid after the date of issue (other than the 2019
Final Dividend).
To permit the Placing, Barclays, J.P. Morgan Securities plc,
Goldman Sachs International and HSBC Bank plc have waived the
180-day lock-up arrangement put in place at the time of the placing
of ordinary shares in the capital of the Company completed on 25
March 2020.
Members of the public are not eligible to take part in the
Placing. Only persons whose ordinary activities involve them
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
both: (a)(i) if in a Member State of the European Economic Area,
persons who are qualified investors ("Qualified Investors"), being
persons falling within the meaning of Article 2(e) of the
Prospectus Regulation, or (ii) if in the United Kingdom, Qualified
Investors who are (x) 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
amended (the "Order"), or (y) persons who fall within Article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order, or (iii) persons to whom it may
otherwise lawfully be communicated (all such persons referred to in
(a)(i), (ii) and (iii) above together being "Relevant Persons");
and (b) persons who are beneficially entitled to the 2019 Final
Dividend which is payable to holders whose names appeared on the
Company's register of members at 6.00 p.m. on 6 March 2020.
The Company and Barclays may, in their absolute discretion,
permit a financial intermediary (as that term is used in Article
2(d) of the Prospectus Regulation), a custodian, a nominee, a
trustee or another person, in each case, who is a Relevant Person
and legally but not beneficially entitled to the Final Dividend
(each a "Legally Entitled Person") to acquire or subscribe for new
Ordinary Shares at the Placing Price using some or all of the Final
Dividend to which it is legally entitled. If the Company and
Barclays exercise the aforementioned discretion, the Company and
Barclays reserve the right, in their absolute discretion, to: (a)
determine what form the relevant Legally Entitled Person's
acquisition of or subscription for new Ordinary Shares will take,
and (b) require that Legally Entitled Person to provide such
information to the Company and Barclays and do all such things as
the Company and Barclays may require to be provided and done in
connection with the acquisition or subscription and to give such
representations, warranties, acknowledgements and undertakings as
they may require including those set out in the Appendix
hereto.
Prospective investors who are not Relevant Persons are not
eligible to take part in the Placing.
Applications will be made (i) to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares, the Subscription
Shares and the Retail Offer Shares to the premium listing segment
of the Official List; and (ii) to London Stock Exchange plc (the
"London Stock Exchange") for admission of such shares to trading on
its main market for listed securities (together, "Admission" ).
Settlement for the Placing Shares, the Subscription Shares and
the Retail Offer Shares and Admission are expected to take place on
or before 8.00 a.m. on 8 June 2020. The Placing is conditional
upon, among other things, Admission becoming effective. The Placing
is also conditional upon the placing agreement between the Company
and Barclays (the "Placing Agreement" ) not being terminated in
accordance with its terms. Appendix 1 to this Announcement sets out
further information relating to the terms and conditions of the
Placing.
CONTACTS
SSP
Investor and analyst enquiries:
Sarah John, Corporate Affairs Director, SSP Group plc
+44 (0) 203 714 5251; E-mail: sarah.john@ssp-intl.com
Barclays (Global Coordinator and Joint Corporate Broker)
Ben West; E-mail: ben.west@barclays.com
Jon Bone; E-mail: jon.bone@barclays.com
Powerscourt - Media enquiries
Peter Ogden, Lisa Kavanagh
+44 (0) 2072501446; E-mail: ssp@powerscourt-group.com
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
No action has been taken by the Company, Barclays or any of
their respective affiliates, agents, directors, officers or
employees that would permit an offer of the securities referred to
herein or possession or distribution of this Announcement or any
other offering or publicity material relating to the securities
referred to herein in any jurisdiction where action for that
purpose is required.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. 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 securities referred to herein 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, as amended (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 securities referred to
herein 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 securities referred to herein and the securities
referred to herein 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 securities referred to
herein 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 subscribe for and 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 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.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. 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 Barclays 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.
Barclays is authorised by the Prudential Regulatory Authority
and regulated in the United Kingdom by the Prudential Regulation
Authority and the FCA. Barclays is 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. Barclays will not regard any other person as its
client 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 its 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 (including, for the avoidance of
doubt, the Retail Offer).
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
Barclays or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing or
the Retail Offer. 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. Prospective investors should note that the connection with
the 2019 Final Dividend entitlement may cause the tax treatment of
the acquisition of any securities referred to herein to differ from
other placings and also that tax may remain chargeable in respect
of the 2019 Final Dividend even if the proceeds are applied in
acquiring any securities referred to herein.
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 securities referred to herein 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.
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, Barclays 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.
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. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE BOTH: (A)(I) 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 (II) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE (X) 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 (Y) PERSONS WHO FALL WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN
(A)(I), (II) AND (III) ABOVE TOGETHER BEING "RELEVANT PERSONS");
AND (B) PERSONS WHO ARE BENEFICIALLY ENTITLED TO THE FINAL DIVID OF
6.0 PENCE PER ORDINARY SHARE FOR THE YEARED 30 SEPTEMBER 2019
APPROVED BY SHAREHOLDERS OF THE COMPANY ON 26 FEBRUARY 2020 (THE
"FINAL DIVID") WHICH IS PAYABLE TO HOLDERS WHOSE NAMES APPEARED ON
THE COMPANY'S REGISTER OF MEMBERS AT 6.00 P.M. ON 6 MARCH 2020
("DIVID ENTITLED PERSONS", AND DIVID ENTITLED PERSONS WHO ARE ALSO
RELEVANT PERSONS BEING "QUALIFYING PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT QUALIFYING PERSONS AND/OR 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 QUALIFYING PERSONS
AND/OR RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH QUALIFYING
PERSONS AND/OR 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, AS AMED (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 (as defined below) 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 or in any jurisdiction in which such
publication or distribution is unlawful (each a "Restricted
Territory"). 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, by Barclays or by 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 Barclays 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 U.S. 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
Barclays or any of its Affiliates or agents as to or in relation
to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any party or its advisers, and any liability therefore is
expressly disclaimed.
Barclays is acting exclusively for the Company and no-one else
in connection with the Placing and is not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to its clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement.
None of the Company, Barclays 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
subscribe for and 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, except for Legally Entitled Persons (for whom the
section entitled "Additional representations, warranties,
acknowledgements and undertakings by Legally Entitled Persons in
respect of whom the Company and Barclays exercise their discretion
to permit to participate in the Placing" below applies), each such
Placee represents, warrants and acknowledges that:
(a) it is a Qualifying Person (being both a Relevant Person and
a Dividend Entitled Person), is legally entitled to the Final
Dividend and undertakes that it will acquire, hold, manage and/or
dispose of any Placing Shares that are allocated to it for the
purposes of its business;
(b) the aggregate monetary value of the Placing Shares for which
it has agreed or will agree to subscribe at the price per Placing
Share which is to be the mid-market closing price per Ordinary
Share on 3 June 2020 as derived from the London Stock Exchange's
Daily Official List (the "Placing Price") is no more than the
aggregate monetary value of the Final Dividend to which it is
legally and/or beneficially entitled;
(c) it is and, at the time the Placing Shares are acquired, will
be, subject to certain exceptions, (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" as defined in Rule 144A under the Securities Act who has
executed an Investor Representation Letter in the form provided to
it and delivered the same to Barclays (in its capacity as
bookrunner and placing agent of the Company in respect of the
Placing);
(d) it is acting on behalf of itself and no one else in
connection with the Placing and has full power and authority to
make the representations, warranties, agreements and
acknowledgements herein; and
(e) if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation, 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 Barclays
has been given to each such proposed offer or resale.
If the Company and Barclays exercise their discretion to permit
a financial intermediary (as that term is used in Article 2(d) of
the Prospectus Regulation), a custodian, a nominee, a trustee or
any other person, in each case, who is a Relevant Person and
legally but not beneficially entitled to the Final Dividend (each a
"Legally Entitled Person") to acquire or subscribe for new Ordinary
Shares at the Placing Price using some or all of the Final Dividend
to which it is legally entitled. If the Company and Barclays
exercise the aforementioned discretion, the Company and Barclays
reserve the right, in their absolute discretion, to: (a) determine
what form the relevant Legally Entitled Person's acquisition of or
subscription for new Ordinary Shares will take, and (b) require
that Legally Entitled Person to provide such information to the
Company and Barclays and do all such things as the Company and
Barclays may require to be provided and done in connection with the
acquisition or subscription and to give such representations,
warranties, acknowledgements and undertakings as they may require
including those set out below in the section entitled "Additional
representations, warranties, acknowledgements and undertakings by
Legally Entitled Persons in respect of whom the Company and
Barclays exercise their discretion to permit to participate in the
Placing".
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, Barclays will commence a
bookbuilding process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees (who,
for the avoidance of doubt, must be Qualifying Persons, except
where the Company and Barclays exercise their discretion to permit
a Legally Entitled Person to participate in the Placing). 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. Only
Qualifying Persons who, where required to do so, provide evidence
(in terms reasonably satisfactory to the Company and Barclays) that
they are Dividend Entitled Persons, and of the aggregate monetary
value of the Final Dividend to which they are beneficially
entitled, may participate in the Placing (unless the Company and
Barclays exercise their discretion to permit a Legally Entitled
Person 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 Shares and of the Placing Agreement
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 other than Final Dividend which is
payable to holders whose names appeared on the Company's register
of members at 6.00 p.m. on 6 March 2020. 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 to Qualifying Persons. For the avoidance of
doubt, the Placing Shares are not being offered to Legally Entitled
Persons (even if they are Relevant Persons).
DESPITE ANY OTHER PROVISION OF THIS ANNOUNCEMENT, THE COMPANY
AND BARCLAYS RESERVE THE RIGHT TO PERMIT ANY LEGALLY ENTITLED
PERSON TO PARTICIPATE IN THE PLACING IF: (A) SUCH PERSON PROVIDES
EVIDENCE (IN TERMS REASONABLY SATISFACTORY TO THE COMPANY AND
BARCLAYS) THAT IT IS LEGALLY ENTITLED TO THE FINAL DIVID, (B) SUCH
PERSON PROVIDES CERTAIN ADDITIONAL INFORMATION TO THE COMPANY AND
BARCLAYS AS THE COMPANY AND BARCLAYS REQUIRE IN THE CIRCUMSTANCES,
INCLUDING THE REPRESENTATIONS, WARRANTIES, ACKNOWLEDGEMENTS AND
UNDERTAKINGS SET OUT BELOW IN THE SECTION ENTITLED "ADDITIONAL
REPRESENTATIONS, WARRANTIES, ACKNOWLEDGEMENTS AND UNDERTAKINGS BY
LEGALLY ENTITLED PERSONS IN RESPECT OF WHOM THE COMPANY AND
BARCLAYS EXERCISE THEIR DISCRETION TO PERMIT TO PARTICIPATE IN THE
PLACING", AND (C) THE COMPANY AND BARCLAYS IN THEIR ABSOLUTE
DISCRETION ARE SATISFIED THAT SUCH PERSON IS ACTING ON BEHALF OF
ONE OR MORE DIVID ENTITLED PERSONS ONLY.
Barclays is acting as sole global coordinator and sole
bookrunner in connection with the Placing. Barclays has entered an
agreement with the Company (the "Placing Agreement") under which,
subject to the conditions set out therein, Barclays will agree to
use its reasonable endeavours to procure Placees for the Placing
Shares at the Placing Price.
The final number of Placing Shares and the identity of the
Placees will be decided at the close of the Bookbuild following the
execution of the placing terms by the Company and Barclays (the
"Placing Terms"). The timing of the closing of the book and
allocations are at the discretion of the Company and Barclays.
Placing Shares will only be allocated to Qualifying Persons and to
Legally Entitled Persons where the Company and Barclays exercise
their discretion to so permit. Details of the Placing Price and the
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuild.
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 (together, "Admission"). It is expected that
Admission will become effective at 8.00 a.m. on 8 June 2020 (or
such later date as may be agreed between the Company and
Barclays).
Participation in, and principal terms of, the Placing
1. Barclays is arranging the Placing as agent of the Company.
Participation will only be available to Qualifying Persons who may
lawfully be, and are, invited to participate by Barclays or who are
Legally Entitled Persons and are permitted to participate in the
Placing at the discretion of the Company and Barclays.
2. The Placing Price, which is payable to Barclays by all
Placees whose bids are successful, will be the mid-market closing
price per Ordinary Share on 3 June 2020 as derived from the London
Stock Exchange's Daily Official List and the aggregate proceeds to
be raised through the Placing will be agreed between Barclays and
the Company following completion of the Bookbuild but will not
exceed GBP26,800,956.54 which is the aggregate amount of the Final
Dividend. The Placing Price will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
3. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at Barclays. Each bid should state (a) the number of
Ordinary Shares the prospective Placee was beneficially interested
in at 6.00 p.m. on 6 March 2020, (b) the aggregate monetary value
of the Final Dividend to which the prospective Placee is
beneficially entitled, and (c) the monetary amount (which cannot
exceed the aggregate monetary value of the Final Dividend to which
the prospective Placee is beneficially entitled) which the
prospective Placee wishes to apply in acquiring Placing Shares at
the Placing Price.
4. The Bookbuild is expected to close no later than 5:00 p.m.
(London time) on 3 June 2020 but may be closed earlier or later, at
the discretion of Barclays. Barclays 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 that Placee
orally by Barclays following the close of the Bookbuild, and a
contract note will be dispatched as soon as possible thereafter.
Subject to paragraph 7 below, Barclays' 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 Barclays and the Company, under which such Placee agrees to
acquire the number of Placing Shares allocated to it and to pay the
Placing Price on the terms and conditions set out in this Appendix
and in accordance with the Company's corporate documents.
6. Subject to paragraphs 2 and 3 above, Barclays will, in
effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares. Barclays
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 Barclays.
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 making such bid or on behalf of which such bid is made
and, except with Barclays' 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 Barclays, to pay it (or as it may
direct) in cleared funds an amount equal to the monetary amount
(which cannot exceed the aggregate monetary value of the Final
Dividend to which the Placee is beneficially or, as applicable,
legally entitled) which the Placee wished to apply in acquiring
Placing Shares at the Placing Price. Each Placee's obligations will
be owed to Barclays.
9. Except as required by law or regulation, no press release or
other announcement will be made by either Barclays 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 Barclays.
13. To the fullest extent permissible by law, none of Barclays,
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 Barclays, the Company, nor any of their respective
Affiliates shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of
Barclays' conduct of the Bookbuild or of such alternative method of
effecting the Placing as Barclays, its 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. Barclays' obligations under the Placing Agreement are
conditional on certain conditions, including:
(a) Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on 8 June 2020;
(b) the Company having complied with its obligations and
undertakings under the Placing Agreement which
fall to be performed prior to Admission;
(c) the Placing Terms having been executed by the Company and Barclays;
(d) the publication by the Company of the results of the Placing
on a Regulatory Information Service
immediately following the execution of the Placing Terms (the "Results Announcement");
(e) each of the warranties on the part of the Company in the
Placing Agreement being true and accurate and not misleading on the
date of the Placing Agreement, the date of execution of the Placing
Terms and the date of the closing of the Placing as though, in each
such case, they had been given and made on such date by reference
to the facts and circumstances then subsisting;
(f) in the sole opinion of Barclays, there not having been any
Material Adverse Effect at any time prior to Admission;
(g) the Company allotting and/or issuing, as applicable, subject
only to Admission, the Placing Shares in accordance with the
Placing Agreement; and
(h) other than this Announcement and the Results Announcement,
no supplementary announcement being required to be published in
connection with the Placing prior to Admission other than would
not, in the good faith judgement of Barclays, be expected to be
adverse to the Placing.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by Barclays by the relevant time or date
specified (or such later time or date as the Company and Barclays
may agree); or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
Barclays may, in its absolute discretion, 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.
Barclays shall not 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
Barclays.
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
Barclays is entitled, at any time before Admission, to terminate
the Placing Agreement in accordance with its terms in certain
circumstances, including, inter alia, if: (i) there has been a
breach by the Company of any of the warranties or undertakings
contained in the Placing Agreement or any of the warranties not
being, or ceasing to be, true accurate and not misleading; (ii) in
the sole opinion of Barclays, there has been a Material Adverse
Effect; (iii) the application for Admission is withdrawn or refused
by the FCA or the London Stock Exchange; or (iv) there has occurred
a material adverse change in any major financial market in the
United States, the United Kingdom, any member of the European Union
or in other international financial markets.
By participating in the Placing, Placees agree that the exercise
by Barclays of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
the Company or Barclays or for agreement between the Company and
Barclays (as the case may be) and that neither the Company nor
Barclays needs 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 Barclays 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 Barclays or their respective Affiliates or any other person and
neither Barclays nor the Company, nor 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
In connection with the placing of ordinary shares in the capital
of the Company completed on 25 March 2020, the Company undertook to
Barclays, J.P. Morgan Securities plc, Goldman Sachs International
and HSBC Bank plc (together, the "March Syndicate") not to, for 180
calendar days after 25 March 2020, enter into certain transactions
involving or relating to the Ordinary Shares without the prior
written consent of the March Syndicate, subject to certain
carve-outs agreed between the March Syndicate and the Company (the
"Lock-up Arrangement"). To permit the Placing, each member of the
March Syndicate has waived the Lock-up Arrangement, which will
otherwise remain in effect until its expiration on or about 21
September 2020.
By participating in the Placing, Placees agree that the exercise
by the March Syndicate of any power to further grant consent to
waive the Lock-up Arrangement shall be within the absolute
discretion of the March Syndicate and that they need not make any
reference to, or consult with, Placees and that the March Syndicate
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:
GB00BGBN7C04) 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, Barclays 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 Barclays and settlement instructions. Placees should
settle against CREST ID: 598. It is expected that such contract
note will be despatched on or around 4 June 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 Barclays.
The Company will deliver the Placing Shares to a CREST account
operated Barclays as agent for the Company and Barclays will enter
its delivery (DEL) instruction into the CREST system. Barclays 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 8 June 2020 on a T+2
basis in accordance with the instructions given to Barclays.
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 Barclays.
Each Placee agrees that, if it does not comply with these
obligations, Barclays 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
Barclays 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 Barclays (in its capacity as bookrunner and as placing agent
of the Company in respect of the Placing) and the Company, in each
case as a fundamental term of its application for Placing Shares,
that:
1. any offer of Placing Shares is only being directed at
Qualifying Persons and, in certain circumstances and at the
absolute discretion of Barclays and the Company, at Legally
Entitled Persons;
2. except for Legally Entitled Persons (for whom the section
entitled "Additional representations, warranties, acknowledgements
and undertakings by Legally Entitled Persons in respect of whom the
Company and Barclays exercise their discretion to permit a to
participate in the Placing" below applies), it is a Qualifying
Person, is legally entitled to the Final Dividend and is entitled
to participate in the Placing. Barclays and the Company reserve the
right to require any prospective Placee to provide evidence (in
terms reasonably satisfactory to the Company and Barclays) that it
is a Dividend Entitled Person. If satisfactory evidence has not
been provided within a reasonable time after being so requested,
the Company and/or Barclays may, in its or their absolute
discretion, terminate the Placee's Placing participation in which
event all funds delivered by the Placee to Barclays will be
returned without interest to the account of the drawee bank
or CREST account from which they were originally debited;
3. except for Legally Entitled Persons (for whom the section
entitled "Additional representations, warranties, acknowledgements
and undertakings by Legally Entitled Persons in respect of whom the
Company and Barclays exercise their discretion to permit a to
participate in the Placing" below applies), the aggregate monetary
value of the Placing Shares for which it has agreed to subscribe at
the Placing Price is no more than the aggregate monetary value of
the Final Dividend to which it is beneficially entitled;
4. it has read and understood this Announcement, including this
Appendix, in its entirety and 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 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;
5. 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;
6. certain Ordinary Shares are admitted to trading on the London
Stock Exchange and 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;
7. neither Barclays, nor the Company nor 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 Barclays, 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;
8. unless otherwise specifically agreed with Barclays, it is
not, and at the time the Placing Shares are acquired, neither it
nor any person acting on its behalf 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;
9. the content of this Announcement is exclusively the
responsibility of the Company and neither Barclays nor any of its
Affiliates nor any person acting on its 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 Barclays or the
Company and neither Barclays nor the Company will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. 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 neither Barclays nor any of its 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;
10. it has not relied on any information relating to the Company
contained in any research reports prepared by Barclays, any of its
Affiliates or any person acting on behalf of Barclays or any of its
Affiliates and understands that (i) neither Barclays nor any of its
Affiliates nor any person acting on behalf of Barclays or any of
its Affiliates has or shall have any liability for public
information or any representation; (ii) neither Barclays nor any of
its Affiliates nor any person acting on its or their behalf has or
shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this document or otherwise; and that
(iii) neither Barclays nor any of its Affiliates nor any person
acting on its or 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;
11. 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 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 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;
12. no action has been or will be taken by the Company, Barclays
or any person acting on behalf of the Company or Barclays 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;
13. 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 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 Barclays, 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;
14. 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;
15. 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, Barclays has not received such
satisfactory evidence, Barclays may, in its absolute discretion,
terminate the Placee's Placing participation in which event all
funds delivered by the Placee to Barclays will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
16. except for Legally Entitled Persons (for whom the section
entitled "Additional representations, warranties, acknowledgements
and undertakings by Legally Entitled Persons in respect of whom the
Company and Barclays exercise their discretion to permit a to
participate in the Placing" below applies), it is acting as
principal only in respect of the Placing;
17. it will not acquire or subscribe for, or procure the
acquisition or subscription of, any new Ordinary Shares offered by
the Company on or about the date hereof on the PrimaryBid
platform;
18. if in a Member State of the EEA and except as disclosed in
this Announcement under "Details of the Placing", it is a
"Qualified Investor" within the meaning of Article 2(e) of the
Prospectus Regulation;
19. if in the United Kingdom, 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/or (if
applicable) dispose of any Placing Shares that are allocated to it
for the purposes of its business only;
20. 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;
21. 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;
22. 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;
23. 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;
24. 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;
25. 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;
26. 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 MAR, prior to
the information being made publicly available;
27. (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,
Barclays, 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) 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;
28. 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 Barclays
may in its 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;
29. 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 Barclays 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;
30. neither Barclays nor any of its Affiliates nor any person
acting on its or 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 Barclays and that Barclays does not
have any duties or responsibilities to it for providing the
protections afforded to its clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of Barclays' rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination
right;
31. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither Barclays nor the Company nor 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
Barclays, 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
Barclays who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
32. 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 submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by Barclays 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;
33. each of Barclays, 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 on behalf of
each of Barclays and the Company and are irrevocable and it
irrevocably authorises each of Barclays 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;
34. it will indemnify on an after-tax basis and hold each of
Barclays, 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;
35. it irrevocably appoints any director of Barclays 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;
36. 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 Barclays' conduct of the Placing;
37. 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 Barclays, (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, Barclays, any of their respective
Affiliates or any person acting on their behalf for all or part of
any such loss or losses it may suffer;
38. neither Barclays nor the Company owes any fiduciary or other
duties to it or any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement;
39. it may not rely on any investigation that Barclays 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 that
Barclays has 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, Barclays for the purposes of this Placing;
40. it will not hold any of Barclays or its Affiliates or any
person acting on its or 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 neither Barclays nor any person acting on
its behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such
Information;
41. (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;
42. subject to certain exceptions (a) it 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; and
43. 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).
Additional representations, warranties, acknowledgements and
undertakings by Legally Entitled Persons in respect of whom the
Company and Barclays exercise their discretion to permit a to
participate in the Placing
By participating in the Placing, each Legally Entitled Person in
respect of whom the Company and Barclays exercise their discretion
to permit to participate in the Placing irrevocably acknowledges,
confirms, undertakes, represents, warrants and agrees (as the case
may be) with Barclays (in its capacity as bookrunner and as placing
agent of the Company in respect of the Placing) and the Company, in
each case as a fundamental term of its application for Placing
Shares, that:
1. it is a Legally Entitled Person acting on behalf of a
Dividend Entitled Person and undertakes that it will acquire, hold,
manage and/or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. it is a Relevant Person and each Dividend Entitled Person for
whom it is so acting is a Relevant Person. Barclays and the Company
reserve the right to require any prospective Placee to provide
evidence (in terms reasonably satisfactory to the Company and
Barclays) that it is acting on behalf of one or more Dividend
Entitled Persons. If satisfactory evidence has not been provided
within a reasonable time after being so requested, the Company
and/or Barclays may, in its or their absolute discretion, terminate
the Placee's Placing participation in which event all funds
delivered by the Placee to Barclays will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
3. the aggregate monetary value of the Placing Shares for which
it has agreed to subscribe at the Placing Price is no more than the
aggregate monetary value of the Final Dividend to which the
Dividend Entitled Persons for whom it is acting are in aggregate
beneficially entitled;
4. unless otherwise specifically agreed with Barclays, each
Dividend Entitled Person for whom it is acting is not, and at the
time the Placing Shares are acquired will not 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;
5. (i) it is duly authorised to act on behalf of each Dividend
Entitled Person for whom it is acting 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 Barclays 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);
6. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation, the 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 a member state
of the EEA or persons in the United Kingdom other than Qualifying
Persons, or in circumstances in which the prior consent of Barclays
has been given to the proposed offer or resale;
7. it is authorised in writing by each Dividend Entitled Person
for whom it is acting to acquire the Placing Shares for each
managed account of a Dividend Entitled Person for which it acts and
it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account and 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 submits (on behalf of itself and on behalf of each
Dividend Entitled 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 Barclays 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; and
8. subject to certain exceptions each Dividend Entitled Person
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.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as Barclays (for their own benefit
and, where relevant, for the benefit of their respective Affiliates
and any person acting on its or their behalf) and are irrevocable.
Each Placee, and any person acting on behalf of a Placee,
acknowledges that neither Barclays nor 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 such 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
Barclays 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 Barclays 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) otherwise than under the laws of the
United Kingdom. Each Placee to whom (or on behalf of whom, 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 Barclays 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.
When a Placee or person acting on behalf of such Placee is
dealing with Barclays, any money held in an account with Barclays
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 Barclays' money in
accordance with the client money rules and will be used by Barclays
in the course of its own business; and the Placee will rank only as
a general creditor of Barclays.
All times and dates in this Announcement may be subject to
amendment by Barclays (in its absolute discretion). Barclays 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 Barclays 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
Barclays:
(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; or
(c) if he or she is a Dividend Entitled Person or is acting on
behalf of a Dividend Entitled Person, the aggregate monetary value
of the Final Dividend to which he or she (or the Dividend Entitled
Person(s) on
behalf of whom he or she is acting) is entitled; or
(d) the number of Ordinary Shares to which, in the case of a
Dividend Entitled Person, he or she was beneficially entitled at
6.00 p.m. on 6 March 2020 or, in the case of a Legally Entitled
Person, (i) it was legally entitled at 6.00 p.m. on 6 March 2020
and (ii) the Dividend Entitled Person(s) on behalf of whom it is
acting were in aggregate beneficially entitled at 6.00 p.m. on 6
March 2020.
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 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;
3 Announcement means this announcement (including its Appendices);
4 Barclays means Barclays Bank PLC, acting through its
Investment Bank;
5 Bookbuild means the bookbuilding process to be commenced
by Barclays to use 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;
6 Closing Date means the day on which the transactions effected
in connection with the Placing will be settled;
7 Company means SSP Group plc;
8 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;
9 Dividend Entitled means a person who is beneficially entitled
Person to the Final Dividend;
10 DTRs means the Disclosure Guidance and Transparency
Rules made by the FCA pursuant to Part VI of
FSMA;
11 EEA means the European Economic Area;
12 Euroclear means Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and Wales;
13 Exchange means the business and financial information
Information which the Company is required to publish as
a result of certain Ordinary Shares being admitted
to trading on the London Stock Exchange, in
accordance with MAR and the rules and practices
of the London Stock Exchange and/or the FCA;
14 FCA or Financial means the UK Financial Conduct Authority;
Conduct Authority
15 Final Dividend means the final dividend of 6.0 pence per Ordinary
Share for the financial year ended 30 September
2019 approved by shareholders of the Company
on 26 February 2020 which is payable to holders
whose names appeared on the Company's register
of members at 6.00 p.m. on 6 March 2020 ;
16 FSMA means the Financial Services and Markets Act
2000 (as amended);
17 Group means the Company and its subsidiary undertakings;
18 Investor means the letter in the form set out in the
Representation Placing Agreement;
Letter
19 Legally Entitled a financial intermediary (as that term is used
Person in Article 2(d) of the Prospectus Regulation),
a custodian, a nominee, a trustee or another
person, in each case, who is a Relevant Person
and legally but not beneficially entitled to
the Final Dividend;
20 Listing Rules means the rules and regulations made by the
FCA under FSMA;
21 Lock-up Arrangement the undertaking by the Company to the March
Syndicate not to, for 180 calendar days after
25 March 2020, enter into certain transactions
involving or relating to the Ordinary Shares
without the prior written consent of the March
Syndicate, subject to certain carve-outs agreed
between the March Syndicate and the Company;
22 LSE or London means London Stock Exchange plc;
Stock Exchange
23 MAR means the Market Abuse Regulation (EU) No.596/2014;
24 March Syndicate Barclays, J.P. Morgan Securities plc, Goldman
Sachs International and HSBC Bank plc;
25 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 and whether
or not foreseeable at the date of this Announcement;
26 Official means the Official List of the FCA;
List
27 Order means the Financial Services And Markets Act
2000 (Financial Promotion) Order 2005, as amended;
28 Ordinary means an ordinary share of 1 (17) /(200) pence
Share each in the capital of the Company;
29 Placee means any person that has, where required to,
confirmed (in terms reasonably satisfactory
to the Company and Barclays) that it is either
(a) a Qualifying Person, or (b) a Legally Entitled
Person acting on behalf of a Qualifying Person
and, in each case, by whom a commitment to acquire
Placing Shares has been given;
30 Placing has the meaning given in paragraph 1 of this
Announcement;
31 Placing Agreement has the meaning given to it in Appendix 1 to
this Announcement;
32 Placing Price means the price per Placing Share at which the
Placing Shares are placed, being the closing
price per Ordinary Share on 3 June 2020 as derived
from the London Stock Exchange's Daily Official
List ;
33 Placing Shares has the meaning given in paragraph 1 of this
Announcement;
34 Placing Terms has the meaning given to it in Appendix 1 to
this Announcement;
35 PRA or Prudential means the UK Prudential Regulation Authority;
Regulation Authority
36 Prospectus means the Prospectus Regulation (EU) 2017/1129;
Regulation
37 Qualified has the meaning given to that term under the
Investor Prospectus Regulation;
38 Qualifying means a person who is both a Relevant Person
Person and a Dividend Entitled Person;
39 Regulation means Regulation S promulgated under the Securities
S Act;
40 Regulations means, collectively, the Criminal Justice Act
1993, the EU Market Abuse Regulation, 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 of money laundering and/or terrorist
financing;
41 Regulatory means any of the services set out in Appendix
Information 3 of the Listing Rules;
Service
42 Relevant means all such persons, (i) if in a member state
Persons of the EEA, who are Qualified Investors or,
(ii) if in the United Kingdom, who are Qualified
Investors who are (x) persons who fall within
the definition of "investment professional"
in Article 19(5) of the Order, or (y) persons
who fall within Article 49(2)(a) to (d) ("High
Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) persons to whom
this Announcement may otherwise be lawfully
communicated;
43 Restricted means the United States, Australia, Canada,
Territory the Republic of South Africa or Japan or any
other jurisdiction in which the publication
or distribution of the Announcement is unlawful
;
44 Results 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;
45 Securities means the U.S. Securities Act of 1933, as amended;
Act
46 subsidiary has the meaning given to that term in the Companies
Act 2006;
47 subsidiary has the meaning given to that term in the Companies
undertaking Act 2006;
48 Terms and means the terms and conditions of the Placing
Conditions set out in Appendix 1 to this Announcement;
49 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;
50 United Kingdom means the United Kingdom of Great Britain and
or UK Northern Ireland; and
51 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.
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
MSCSSDESEESSELM
(END) Dow Jones Newswires
June 03, 2020 02:01 ET (06:01 GMT)
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