TIDMSSPG
RNS Number : 5164H
SSP Group PLC
25 March 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THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR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
25 March 2020
SSP Group plc
Proposed placing of Ordinary Shares
SSP Group plc ("SSP", the "Group" 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").
In addition, in conjunction with the Placing, certain directors and
members of the senior management team of the Company intend to
subscribe (the "Subscription") for new ordinary shares in the
capital of the Company (the "Subscription Shares") at the Placing
Price (as defined below). Together, the total number of Placing
Shares and Subscription Shares will not exceed 19.99 per cent. of
the Company's existing ordinary share capital.
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 with the Company, rather
than pursuant to the terms and conditions of the Placing contained
in Appendix 1 to this Announcement.
Update on current trading, outlook and financing
arrangements
SSP has separately today provided a trading update which
outlines the current and anticipated impact of the COVID-19
pandemic on the Company. This trading update provides specific
commentary on market conditions following the widespread global
travel restrictions imposed by governments across SSP's key markets
and details of the decisive actions that SSP's management team is
taking in light of the current environment.
SSP has separately announced today that it has agreed a new up
to GBP 112.5 million 18-month committed bank facility with HSBC
Bank plc ("HSBC"), Lloyds Bank plc and National Westminster Bank
plc, which represents incremental financing to its existing debt
facilities. This is subject to documentation on terms and
conditions in line with such existing facilities and is conditional
on SSP raising new equity in connection with the Placing.
This Announcement should be read in conjunction with the trading
update.
Reasons for the Placing
The net proceeds of the Placing will be used to strengthen the
Company's balance sheet, working capital 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 is seeking to issue Placing Shares and
Subscription Shares amounting to up to 19.99 per cent. of its
existing issued ordinary share capital on a non-pre-emptive basis
and therefore members of its Board of Directors and senior
management have consulted with the Company's major institutional
shareholders ahead of the release of this Announcement. The Placing
structure has been chosen as it minimises cost, time to completion
and use of management time at an important and unprecedented time
for SSP.
Details of the Placing
Barclays Bank PLC, acting through its investment bank
("Barclays"), J.P. Morgan Securities plc, which conducts its UK
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove" or "JPMC"), Goldman Sachs International ("Goldman Sachs")
and HSBC are acting as joint global co-ordinators and joint
bookrunners (the "Joint Global Co-ordinators" ), with Barclays also
providing certain sponsor services to the Company, in connection
with the Placing.
The Placing is subject to the terms and conditions set out in
the Appendix 1 to this Announcement.
The Joint Global Co-ordinators will commence the Bookbuilding
Process immediately following the release of this Announcement in
respect of the Placing. The price at which the Placing Shares are
to be placed (the "Placing Price" ) will be determined at the close
of the Bookbuilding Process.
The book will open with immediate effect following this
Announcement. The timing of the closing of the book, pricing and
allocations are at the absolute discretion of the Joint Global
Co-ordinators and the Company. Details of the Placing Price and the
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuilding Process.
The 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, including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue other
than the final dividend of 6.0 pence per ordinary share for the
year ended 30 September 2019 approved by shareholders on 26
February 2020 which is payable to holders whose names appeared on
the Company's register of members at 6.00pm on 6 March 2020.
Applications will be made (i) to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares and the
Subscription Shares to the premium listing segment of the Official
List; and (ii) to London Stock Exchange plc for admission of the
Placing Shares to trading on its main market for listed securities
(together, "Admission" ).
Settlement for the Placing Shares and Admission are expected to
take place on or before 8.00 a.m. on 27 March 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 the Joint Global Co-ordinators (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, Director of Investor Relations
+44 (0) 203714 5251; E-mail: sarah.john@ssp-intl.com
Barclays (Joint Global Coordinator and Joint Corporate
Broker)
Chris Madderson; E-mail: chris.madderson@barclays.com
J.P. Morgan Cazenove (Joint Global Coordinator and Joint
Corporate Broker)
Lorenzo Soler; E-mail: lorenzo.soler@jpmorgan.com
Goldman Sachs (Joint Global Coordinator)
Richard Cormack; E-mail: richard.cormack@gs.com
William Smiley; E-mail: william.smiley@gs.com
HSBC (Joint Global Coordinator)
Richard Fagan; E-mail: richard.fagan@hsbcib.com
Robert Baker; E-mail: robert.baker@hsbc.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, J.P. Morgan
Cazenove, Goldman Sachs, HBSC or any of their respective
affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required.
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 Placing Shares is being made in any such
jurisdiction.
The securities referred to herein have not been and will not be
registered under the US Securities Act 1933, 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 Placing Shares are, subject
to certain exceptions, being offered and sold only outside the
United States in accordance with Regulation S under the Securities
Act. No public offering of securities is being made in the United
States. No money, securities or other consideration from any person
inside the United States is being solicited and, if sent in
response to the information contained in this Announcement, will
not be accepted.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of
Australia, Canada, the Republic of South Africa or Japan.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, the Republic of South Africa, or Japan or any other
jurisdiction in which such activities would be unlawful.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (each a "Placee") by making an oral and legally binding
offer to acquire Placing Shares will be deemed to have read and
understood this Announcement in its entirety, to be participating,
making an offer and acquiring Placing Shares on the terms and
conditions contained in the Appendices to this Announcement and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendices to
this Announcement.
Certain statements contained in this Announcement 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, Barclays, J.P. Morgan Cazenove, Goldman
Sachs and HSBC 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, J.P. Morgan Cazenove, Goldman Sachs and HSBC are each
authorised by the Prudential Regulatory Authority and regulated in
the United Kingdom by the Prudential Regulation Authority and the
Financial Conduct Authority. Each of Barclays, J.P. Morgan
Cazenove, Goldman Sachs and HSBC 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, J.P. Morgan Cazenove, Goldman Sachs and
HSBC will not regard any other person as their respective clients
in relation to the Placing, the content of this Announcement and
other matters described in this Announcement and will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to their respective
clients or for providing advice to any other person in relation to
the Placing, the content of this Announcement or any other matters
referred to in this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Barclays, J.P. Morgan Cazenove, Goldman Sachs or HSBC or by any of
their respective affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. The
price of shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
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 Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (B) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible
only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint
Global Co-ordinators 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 EXCEPT AS DISCLOSED IN THIS ANNOUNCEMENT UNDER "DETAILS OF
THE PLACING". THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN
THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN
(A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, 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 or elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, the Republic of
South Africa or Japan (each a "Restricted Territory") or in any
jurisdiction in which such publication or distribution is unlawful.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by
Barclays Bank PLC ("Barclays"), J.P. Morgan Securities plc, which
conducts its UK investment banking activities as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove" or "JPMC"), Goldman Sachs
International ("Goldman Sachs"), or HSBC Bank plc ("HSBC" and
together with Barclays, JPMC and Goldman Sachs, the "Banks") or any
of their respective affiliates or agents which would permit an
offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes
are required by the Company and the Banks to inform themselves
about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
The Placing has not been approved and will not be approved or
disapproved by the 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 any
Bank or any of its respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any party or its advisers, and any liability therefore
is expressly disclaimed.
The Banks are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to their clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement.
None of the Company or the Banks or their respective affiliates
or agents makes any representation or warranty, express or implied
to any Placees regarding any investment in the securities referred
to in this Announcement under the laws applicable to such Placees.
Each Placee should consult its own advisers as to the legal, tax,
business, financial and related aspects of an investment in the
Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein .
In particular each such Placee represents, warrants and
acknowledges that:
(a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
(b) it is and, at the time the Placing Shares are acquired, will
be, subject to certain exceptions, 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"); if acquiring the Shares for the
account of one or more other persons, it has full power and
authority to make the representations, warranties, agreements and
acknowledgements herein on behalf of each such account; and
(c) if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
any Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the
Managers has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at in Appendix
2.
Bookbuild
Following this Announcement, the Banks will commence a
bookbuilding process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Members
of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as joint global-coordinators and joint
bookrunners in connection with the Placing. The Banks have entered
an agreement with the Company (the "Placing Agreement") under
which, subject to the conditions set out therein, the Banks will
agree to use their respective reasonable endeavours to procure
Placees for the Placing Shares at a price determined following
completion of the Bookbuild and as set out in the Placing
Agreement, or failing which to subscribe as principal for the
Placing Shares.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Placing Price") and the final number of Placing
Shares will be decided at the close of the Bookbuild following the
execution of the placing terms by the Company and the Banks (the
"Placing Terms"). The timing of the closing of the book, pricing
and allocations are at the discretion of the Company and the Banks.
Details of the Placing Price and the number of Placing Shares will
be announced as soon as practicable after the close of the
Bookbuild.
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares (other than treasury
shares which are non-voting and do not qualify for dividends),
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue other than the final dividend of 6.0
pence per Ordinary Share for the year ended 30 September 2019
approved by shareholders on 26 February 2020 which is payable to
holders whose names appeared on the Company's register of members
at 6.00pm 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 for non-cash consideration. J.P. Morgan
Cazenove will subscribe for ordinary shares and redeemable
preference shares in Project Ash Limited, a wholly owned subsidiary
of the Company, for an amount approximately equal to the net
proceeds of the Placing. The Company will allot and issue the
Placing Shares on a non-pre-emptive basis to Placees in
consideration for the transfer of the ordinary shares and
redeemable preference shares in Project Ash Limited that will be
issued to J.P. Morgan Cazenove.
Application for admission to trading
The Company will apply to the Financial Conduct Authority (the
"FCA") for admission of the Placing Shares to the premium listing
segment of the Official List of the FCA (the "Official List") and
to London Stock Exchange plc (the "London Stock Exchange") for
admission to trading of the Placing Shares on its Main Market for
listed securities ("Admission"). It is expected that Admission will
become effective at 8.00 a.m. on 27 March 2020 (or such later date
as may be agreed between the Company and the Banks).
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company.
Participation will only be available to persons who may lawfully
be, and are, invited to participate by any of the Banks. Each of
the Banks and their respective affiliates are entitled to enter
bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Banks by all Placees whose bids are
successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Banks and the
Company following completion of the Bookbuild. The Placing Price
will be announced on a Regulatory Information Service following the
completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of
the Banks. Each bid should state the number of Placing Shares which
the prospective Placee wishes to acquire either at the Placing
Price which is ultimately established by the Company and the Banks
or at prices up to a price limit specified in its bid. Bids may be
scaled down by the Banks on the basis referred to in paragraph 6
below.
4. The Bookbuild is expected to close no later than 17:00 p.m.
(London time) on 25 March 2020 but may be closed earlier or later,
at the discretion of the Banks. The Banks may, in agreement with
the Company, accept bids that are received after the Bookbuild has
closed.
5. Each Placee's allocation will be confirmed to Placees orally
by the relevant Bank following the close of the Bookbuild, and a
contract note will be dispatched as soon as possible thereafter.
Subject to paragraph subject to paragraph 7 below, the relevant
Bank's oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of such Bank and the
Company, under which such Placee agrees to acquire the number of
Placing Shares allocated to it and to pay the relevant Placing
Price on the terms and conditions set out in this Appendix and in
accordance with the Company's corporate documents.
6. Subject to paragraphs 2 and 3 above, the Banks will, in
effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares and may
scale down any bids for this purpose on such basis as it may
determine. The Banks may also, notwithstanding paragraphs 2 and 3
above and subject to the prior consent of the Company, (i) allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time and (ii) allocate Placing
Shares after the Bookbuild has closed to any person submitting a
bid after that time. The acceptance of offers shall be at the
absolute discretion of the Banks.
7. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each Placee
of an Investor Representation Letter in the form set out in the
Placing Agreement.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Bank's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bank, to pay it (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares that such Placee has
agreed to acquire. Each Placee's obligations will be owed to the
relevant Bank.
9. Except as required by law or regulation, no press release or
other announcement will be made by any of the Banks or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Bank.
13. To the fullest extent permissible by law, none of the Banks,
the Company or any of their respective affiliates shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Banks, nor 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
the Banks' conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Banks, their respective affiliates
and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Banks' 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 27 March 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 the Banks;
(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 "Pricing 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 the Banks, there not having been any
Material Adverse Effect at any time prior to Admission;
(g) the Option Agreement and the Subscription and Transfer
Agreement having been duly executed and delivered by the parties
thereto and there having occurred no event of default or breach of
the terms thereof and the Option Agreement and the Subscription and
Transfer Agreement remaining in full force and effect and having
become wholly unconditional (save for any conditions therein
relating to Admission);
(h) the Company allotting and/or issuing, as applicable, subject
only to Admission, the Placing Shares in accordance with the
Placing Agreement; and
(i) other than this Announcement and the Pricing 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 the Banks, 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 the Banks by the relevant time or date
specified (or such later time or date as the Company and the Banks
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.
The Banks may, at their 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.
None of the Banks shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision it may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Banks.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
The Banks are 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 the Banks, 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 the Banks of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
the Company or the Banks or for agreement between the Company and
the Banks (as the case may be) and that neither the Company nor the
Banks need make any reference to, or consultation with, Placees and
that neither they nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to
Placees whatsoever in connection with any such exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement and subject to the
further terms set forth in the contract note to be provided to
individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms to the Banks and the
Company that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company (other than publicly available information)
or the Banks or their respective Affiliates or any other person and
none of the Banks or the Company, or any of their respective
Affiliates or any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude or limit the
liability of any person for fraudulent misrepresentation by that
person.
Lock-up
The Company has undertaken to the Banks that, between the date
of the Placing Agreement and 180 calendar days after the Closing
Date, it will not, without the prior written consent of the Banks
(such consent not to be unreasonably withheld or delayed) enter
into certain transactions involving or relating to the Ordinary
Shares, subject to certain carve-outs agreed between the Banks and
the Company.
By participating in the Placing, Placees agree that the exercise
by the Banks of any power to grant consent to waive the undertaking
by the Company of a transaction which would otherwise be subject to
the lock-up under the Placing Agreement shall be within the
absolute discretion of the Banks and that they need not make any
reference to, or consultation with, Placees and that they shall
have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
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, the Banks and the Company reserve
the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if
delivery or settlement is not practicable in CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the Banks and settlement instructions. Placees should
settle against CREST ID: 784. It is expected that such contract
note will be despatched on or around25 March 2020 and that this
will also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Bank.
The Company will deliver the Placing Shares to a CREST account
operated by J.P. Morgan Cazenove as agent for the Company and J.P.
Morgan Cazenove will enter its delivery (DEL) instruction into the
CREST system. J.P. Morgan Cazenove 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 27 March 2020 on a T+2
basis in accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject to as provided
below, be so registered free from any liability to UK stamp duty or
UK stamp duty reserve tax. If there are any circumstances in which
any other stamp duty or stamp duty reserve tax (and/or any
interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither the
Banks nor the Company shall be responsible for the payment
thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Banks (in their capacity as joint bookrunners and as
placing agents of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of its application for
Placing Shares, the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation and it has not received
and will not receive a prospectus, admission document or other
offering document in connection with the Bookbuild, the Placing or
the Placing Shares;
3. that certain Ordinary Shares are admitted to trading on the
London Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance
with MAR and the rules and practices of the London Stock Exchange
and/or the FCA (collectively, the "Exchange Information"), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss
account, and similar statements for preceding financial years and
that it has reviewed such Exchange Information and that it is able
to obtain or access such Exchange Information;
4. that none of the Banks, 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 any of the Banks, the
Company, or any of their respective Affiliates nor any person
acting on behalf of any of them to provide it with any such
material or information;
5. unless otherwise specifically agreed with the Banks, that
they are not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of a Restricted Territory or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire
the Placing Shares, and further acknowledges that the Placing
Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document,
prospectus or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of
the United States or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Banks or any of
their respective Affiliates or any person acting on their behalf
has or shall have any responsibility or liability for any
information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by the Banks or the
Company and none of the Banks or the Company will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing
and that none of the Banks or any of their 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;
7. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Banks,
any of its Affiliates or any person acting on the Banks or any of
its Affiliates' behalf and understands that (i) none of the Banks
or any of their respective Affiliates nor any person acting on its
behalf has or shall have any liability for public information or
any representation; (ii) none of the Banks or any of their
respective Affiliates nor any person acting on its behalf has or
shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this document or otherwise; and that
(iii) none of the Banks or any of their respective Affiliates nor
any person acting on their behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of
publication, the date of this Announcement or otherwise;
8. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
9. acknowledges that no action has been or will be taken by the
Company, the Banks or any person acting on behalf of the Company or
the Banks that would, or is intended to, permit a public offer of
the Placing Shares in any country or jurisdiction where any such
action for that purpose is required;
10. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Banks, the Company or any of their
respective Affiliates acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
11. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
12. that it has complied with its obligations under the Criminal
Justice Act 1993, the EU Market Abuse Regulation and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the Banks have not received such
satisfactory evidence, the Banks may, in their absolute discretion,
terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Banks will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
13. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Banks and the Company for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person);
14. if in a Member State of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is a
"Qualified Investor" within the meaning of Article 2(e) of the
Prospectus Regulation;
15. if in the United Kingdom, that it is a Qualified Investor:
(i) who falls within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who falls
within Article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order or (iii) to whom
this Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
16. that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United
States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
17. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
18. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
19. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation, that the Placing
Shares acquired for by it in the Placing will not be acquired for
on a non-discretionary basis on behalf of, nor will they be
acquired for with a view to their offer or resale to, persons in a
member state of the EEA other than Qualified Investors or persons
in the United Kingdom other than Relevant Persons, or in
circumstances in which the prior consent of the Banks has been
given to the proposed offer or resale;
20. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to Relevant
Persons or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
21. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
22. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
23. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
24. if it has received any inside sensitive information about
the Company in advance of the Placing, it has not: (i) dealt in the
securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by the MAR,
prior to the information being made publicly available;
25. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Banks, any of their Affiliates or any person acting on their
behalf being in breach of the legal and/or regulatory requirements
and/or any anti-money laundering requirements of any territory in
connection with the Placing; and (iv) that the subscription for and
purchase of the Placing Shares by it or any person acting on its
behalf will be in compliance with applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
26. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Banks may in their absolute discretion determine and without
liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties) due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing
Shares on its behalf;
27. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Banks or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
28. that none of the Banks nor any of their respective
Affiliates nor any person acting on their behalf, is making any
recommendations to it, or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that
it is not and will not be a client of the Banks and that the Banks
do not have any duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of the Banks' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
29. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Banks 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 the
Banks, the Company and any of their respective Affiliates in
respect of the same on an after-tax basis on the basis that the
Placing Shares will be allotted to the CREST stock account of
PRIMPLAC who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
30. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Banks or the Company in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
31. that each of the Banks, the Company and their respective
Affiliates and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each of
the Banks on their own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises each of the Banks and the
Company to produce this Announcement, pursuant to, in connection
with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
32. that it will indemnify on an after-tax basis and hold each
of the Banks, the Company and their respective Affiliates and any
person acting on their behalf harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
33. acknowledges that it irrevocably appoints any director of
the Banks as its agent for the purposes of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
34. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Banks conduct of the
Placing;
35. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Banks, (iv) it has had sufficient
time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment and has so conducted its own investigation to the extent
it deems necessary for the purposes of its investigation, and (v)
it will not look to the Company, the Banks, any of their respective
Affiliates or any person acting on their behalf for all or part of
any such loss or losses it or they may suffer;
36. acknowledges and agrees that none of the Banks or the
Company owe any fiduciary or other duties to it or any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
37. understands and agrees that it may not rely on any
investigation that the Banks or any person acting on its behalf may
or may not have conducted with respect to the Company and its
Affiliates or the Placing and the Banks have not made any
representation or warranty to it, express or implied, with respect
to the merits of the Placing, the subscription for or purchase of
the Placing Shares, or as to the condition, financial or otherwise,
of the Company and its Affiliates, or as to any other matter
relating thereto, and nothing herein shall be construed as any
investment or other recommendation to it to acquire the Placing
Shares. It acknowledges and agrees that no information has been
prepared by, or is the responsibility of, the Banks for the
purposes of this Placing;
38. acknowledges and agrees that it will not hold any of the
Banks or any of their respective Affiliates or any person acting on
their behalf responsible or liable for any misstatements in or
omission from any publicly available information relating to the
Group or information made available (whether in written or oral
form) relating to the Group (the "Information") and that none of
the Banks or any person acting on behalf of the Banks makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
39. that in connection with the Placing, the Banks and any of
their respective Affiliates acting as an investor for its own
account may take up shares in the Company and in that capacity may
retain, purchase or sell for its own account such shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to shares being issued, offered or
placed should be read as including any issue, offering or placement
of such shares in the Company to the Banks and any of their
respective Affiliates acting in such capacity. In addition the
Banks may enter into financing arrangements and swaps with
investors in connection with which the Banks may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. None of the Banks or any of their
respective Affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
40. acknowledges that (i) the Placing Shares have not been and
will not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United
States, nor approved or disapproved by the U.S. Securities and
Exchange Commission, any state securities commission in the United
States or any other United States regulatory authority; (ii)
subject to certain exceptions the Placing Shares are being offered
and sold outside the United States in reliance on Regulation S; and
(iii) the Placing Shares may not be reoffered, resold, pledged or
otherwise transferred except in transactions not requiring
registration under the Securities Act;
41. represents and warrants that, subject to certain exceptions,
(a) each of it and each beneficial owner of the Placing Shares for
whom it is acting is and at the time the Placing Shares are
acquired will be, located outside the United States and is and will
be acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S and (b) it will
not offer or sell, directly or indirectly, any of the Placing
Shares except in an "offshore transaction" in accordance with
Regulation S or in the United States pursuant to an available
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act; and
42. that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or any form of directed selling efforts (as defined
in Regulation S).
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (for their own
benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on their behalf) and are
irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Banks or the Company owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. None of the Company or
the Banks will be responsible for any UK stamp duty or UK stamp
duty reserve tax (including any interest and penalties relating
thereto) arising in relation to the Placing Shares in any other
circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Banks nor the Company are liable to bear any stamp duty
or stamp duty reserve tax or any other similar duties or taxes
("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Banks and/or the Company and their respective Affiliates
harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that any of the Banks or any of their
respective Affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the Banks are receiving
a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Banks, any money held in an account with any of
the Banks on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the Banks money
in accordance with the client money rules and will be used by the
Banks in the course of its own business; and the Placee will rank
only as a general creditor of the Banks.
All times and dates in this Announcement may be subject to
amendment by the Banks (in its absolute discretion). The Banks
shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Banks and the Company under these
Terms and Conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
Each Placee may be asked to disclose in writing or orally to the
Banks:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
1 Admission means admission of the Placing Shares to the
premium listing segment of the Official List
and to trading on the London Stock Exchange's
main market for listed securities;
2 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 Banks means Barclays, J.P. Morgan Cazenove, Goldman
Sachs and HBSC;
5 Barclays means Barclays Bank PLC, acting through its
Investment Bank;
6 Bookbuild means the bookbuilding process to be commenced
by the Banks 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;
7 Closing Date means the day on which the transactions effected
in connection with the Placing will be settled;
8 Company means SSP Group plc;
9 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;
10 DTRs means the Disclosure Guidance and Transparency
Rules made by the FCA pursuant to Part VI of
FSMA;
11 Euroclear means Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and Wales;
12 FCA or Financial means the UK Financial Conduct Authority;
Conduct Authority
13 FSMA means the Financial Services and Markets Act
2000 (as amended);
14 Goldman Sachs means Goldman Sachs International;
15 Group means the Company and its subsidiary undertakings;
16 HSBC means HSBC Bank plc;
17 Investor means the letter in the form set out in the
Representation Placing Agreement;
Letter
18 J.P. Morgan means J.P. Morgan Securities plc, which conducts
Cazenove its UK investment banking activities as J.P.
Morgan Cazenove;
19 Listing Rules means the rules and regulations made by the
FCA under FSMA;
20 LSE or London means London Stock Exchange plc;
Stock Exchange
21 MAR means the Market Abuse Regulation (EU) No.596/2014;
22 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;
23 Option Agreement means the option agreement entered into between
the Company, J.P. Morgan Cazenove and Project
Ash Limited on or about the date hereof;
24 Ordinary means an ordinary share of 1 (17/200) pence
Share each in the capital of the Company;
25 Placee means any person (including individuals, funds
or otherwise) by whom or on whose behalf a commitment
to acquire Placing Shares has been given;
26 Placing has the meaning given in paragraph 1 of this
Announcement;
27 Placing Agreement has the meaning given to it in Appendix 1 to
this Announcement;
28 Placing Price means the price per Ordinary Share at which
the Placing Shares are placed;
29 Placing Shares has the meaning given in paragraph 1 of this
Announcement;
30 Placing Terms has the meaning given to it in Appendix 1 to
this Announcement;
31 PRA or Prudential means the UK Prudential Regulation Authority;
Regulation Authority
32 Pricing Announcement means the announcement published by the Company
confirming the results of the Placing on a Regulatory
Information Service immediately following the
execution of the Placing Terms;
33 Prospectus means the Prospectus Regulation (EU) 2017/1129;
Regulation
34 Regulation means Regulation S promulgated under the Securities
S Act;
35 Regulatory means any of the services set out in Appendix
Information 3 of the Listing Rules;
Service
36 Restricted means the United States, Australia, Canada,
Territory the Republic of South Africa or Japan;
37 Securities means the U.S. Securities Act of 1933, as amended;
Act
38 Subscription means the subscription and transfer agreement
and Transfer entered into between the Company, J.P. Morgan
Agreement Cazenove and Project Ash Limited on or about
the date hereof;
39 subsidiary has the meaning given to that term in the Companies
Act 2006;
40 subsidiary has the meaning given to that term in the Companies
undertaking Act 2006;
41 Terms and means the terms and conditions of the Placing
Conditions set out in Appendix 1 to this Announcement;
42 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;
43 United Kingdom means the United Kingdom of Great Britain and
or UK Northern Ireland; and
44 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
IOEEAKDSASDEEEA
(END) Dow Jones Newswires
March 25, 2020 03:01 ET (07:01 GMT)
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