TIDMJTC
RNS Number : 7495C
JTC PLC
14 June 2023
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, 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.
14 June 2023
For immediate release
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the
"Group")
Proposed Placing of New Ordinary Shares
JTC, the global provider of fund, corporate and private client
services, announces its intention to conduct a non pre-emptive
placing of new ordinary shares (the "Placing Shares") of 1p each in
the capital of the Company (the "Placing") to raise gross proceeds
of c.GBP62 million, representing approximately 6 per cent. of the
current issued share capital of the Company. The total number of
Placing Shares will not exceed 10.0 per cent. of the current issued
share capital of the Company and the issue and allotment of the
Placing Shares will be within the existing authorities of the JTC
Board of Directors.
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuild"), which will be launched
immediately following this announcement and will be made available
to new and existing eligible institutional investors. The Placing
is subject to the terms and conditions set out in Appendix 1 to
this announcement (which forms part of this Announcement, and such
announcement and its Appendices together being this " Announcement
").
Numis Securities Limited ("Numis") and Joh. Berenberg, Gossler
& Co. KG ("Berenberg") are acting as joint bookrunners (the
"Joint Bookrunners") in connection with the Placing.
Use of Proceeds
The net proceeds of the Placing will be used to part-fund the
acquisition of TC3 Group Holdings LLC, trading as South Dakota
Trust Company ("SDTC") for total consideration of up to $270
million (c.GBP214.1 million [1] ) (the "Acquisition") (1) . Further
information on the Acquisition can be found in the Acquisition
announcement released separately by the Company today.
The Acquisition is subject to customary US merger control as
well as regulatory approval in South Dakota (SD) and is expected to
complete before the end of August 2023. The Placing is not
conditional upon the completion of the Acquisition and, in the
event that the Acquisition does not occur, the current intention of
the directors of the Company is that the net proceeds of the
Placing will be invested on a short-term basis while they evaluate
other acquisition opportunities.
Kate Beauchamp, non-executive director of the Group, and the JTC
EBT intend to participate in the Placing. Further details will be
contained in Placing results announcement.
Details of the Placing
Joh. Berenberg, Gossler & Co. KG ("Berenberg") and Numis
Securities Limited ("Numis") are acting as Joint Bookrunners
(together, the "Bookrunners") in connection with the Placing.
The Placing is subject to the terms and conditions set out in
Appendix 1 to this announcement.
The Bookrunners 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
Company and the Bookrunners. Details of the Placing Price and the
number of Placing Shares to be issued 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 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.
The Placing is not conditional upon the approval by the
Company's shareholders. The Company acknowledges that it is seeking
to issue Placing Shares representing approximately 6 per cent. of
its existing issued ordinary share capital on a non pre-emptive
basis and has therefore consulted, where possible, with the
Company's major institutional shareholders ahead of this
Announcement. The Placing structure has been chosen as it minimises
cost, time to completion and use of management time. The
consultation has confirmed the Board's view that the Placing is in
the best interests of shareholders, as well as wider stakeholders
in JTC.
Applications will be made (i) to the Financial Conduct Authority
(the "FCA") for admission of the Placing 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").
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. Appendix 1 to
this Announcement sets out further information relating to the
terms and conditions of the Placing. Unless otherwise stated,
capitalised terms in this Announcement have the meanings ascribed
to them in Appendix 2 (which forms part of this Announcement).
Investors who have chosen to participate in the Placing, by making
an oral or written offer to acquire Placing Shares, will be deemed
to have read and understood this Announcement in its entirety
(including the Appendices) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in Appendix 1.
This Announcement contains inside information for the purposes
of the Market Abuse Regulation (Regulation (EU) No 596/2014) as it
forms part of United Kingdom domestic law by virtue of the European
Union (Withdrawal) Act 2018 and as amended by regulation 11 of the
Market Abuse (amendment) (EU Exit) Regulations 2019/310 ("MAR").
Market soundings, as defined in MAR, were taken in respect of the
Placing, with the result that certain persons became aware of
inside information relating to the Company and its securities, as
permitted by MAR. That inside information is set out in this
Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
inside information relating to the Company and its securities.
Current Trading
JTC is pleased to confirm that good momentum has continued in
current financial year, and the Group continues to trade in line
with market expectations for the full year.
For further information please contact:
JTC plc Tel: +44 (0)1534 700
000
Nigel Le Quesne, Chief Executive Officer
Martin Fotheringham , Chief Financial Officer
David Vieira , Chief Communications Officer
Numis (Joint Bookrunner and Corporate Tel: +44 (0)20 7260
Broker) 1000
Stuart Skinner
Julian Cater
William Baunton
William Wickham
Tom Burrows Smith
Berenberg (Joint Bookrunner and Corporate Tel: +44 (0) 20 3207
Broker) 7800
Toby Flaux
Ben Wright
James Thompson
Milo Bonser
Camarco (Financial PR)
Geoffrey Pelham-Lane +44 (0)7733 124 226
Sam Morris +44 (0) 7796 827 008
The person responsible for releasing this announcement is
Miranda Lansdowne , Company Secretary .
JTC LEI: 213800DVUG4KLF2ASK33
Important Notices
No action has been taken by the Company, Berenberg, or Numis or
any of their respective affiliates, or any person acting on its or
their behalf that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and
to observe, such restrictions.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, FORWARDING 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.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act" ), or with any securities regulatory
authority of any State or other jurisdiction of the United States,
and may not be offered, sold or transferred directly or indirectly
in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with the securities laws of
any State or any other jurisdiction of the United States.
Accordingly, the Placing Shares are being offered and sold by the
Company only (i) outside the United States in "offshore
transactions" (as such terms are defined in Regulation S under the
Securities Act ("Regulation S" )) pursuant to Regulation S under
the Securities Act and otherwise in accordance with applicable
laws; and (ii) in the United States to a limited number of
"qualified institutional buyers" (as defined in Rule 144A under the
Securities Act). No public offering of securities is being made in
the United States.
This 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, within the meaning of Article
2(E) of the Prospectus Regulation ("Qualified Investors"); or (b)
if in the United Kingdom, 'Qualified Investors' within the meaning
of Article 2(E) of the UK Prospectus Regulation and who are also:
(i) persons who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services And
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) high net worth bodies corporate, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the order, or (c) other persons to
whom it may otherwise be lawfully communicated, and in all cases
who are capable of being categorised as a professional client or an
eligible counterparty for the purposes of the FCA conduct of
business rules, (all such persons referred to in (a), (b) and (c)
above together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement
relates is available in the EEA or the United Kingdom only to
Relevant Persons and will be engaged in only with Relevant Persons.
This Announcement must not be acted on or relied on by persons in
the EEA or the United Kingdom who are not Relevant Persons.
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, 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.
In Canada, no prospectus has been filed with any securities
commission or similar regulatory authority in respect of the
Placing Shares. No such securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon the
merits of any proposed offering of the Placing Shares and any
representation to the contrary is an offence; 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.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (Cth) ("Corporations Act") or
a product disclosure statement under Chapter 7 of the Corporations
Act and will not be lodged with the Australian Securities and
Investments Commission. No offer of Placing Shares is or will be
made to persons in Australia pursuant to this Announcement, except
to a person who is a "sophisticated investor" within the meaning of
section 708(8) of the Corporations Act or a "professional investor"
within the meaning of section 708(11) of the Corporations Act and a
wholesale client under section 761G(7) of the Corporations Act. If
any Placing Shares are issued, they may not be offered for sale (or
transferred, assigned or otherwise alienated) to investors in
Australia for at least 12 months after their issue, except in
circumstances where disclosure to investors is not required under
Part 6D.2 of the Corporations Act.
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 or written 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 Appendix 1 to this Announcement
and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in Appendix 1 to this
Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are
a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations
expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such
forward-looking statements. No statement in this Announcement is
intended to be, nor may it be construed as, a profit forecast or be
relied upon as a guide to future performance. The forward-looking
statements contained in this Announcement speak only as of the date
of this Announcement. The Company, its directors, the Joint
Bookrunners, their respective affiliates and any person acting on
its or their behalf 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 Disclosure Guidance and
Transparency Rules, the rules of the London Stock Exchange or the
FCA.
Each of the Joint Bookrunners and their respective affiliates
may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its affiliates for which they would have
received customary fees and commissions. Each of the Joint
Bookrunners and their respective affiliates may provide such
services to the Company and/or its affiliates in the future.
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 either
Joint Bookrunner or by any of its affiliates or any person acting
on its or their behalf 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 therefor is
expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. 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. 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.
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.
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 action.
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.
Numis is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and is acting solely for the Company
and no-one else in connection with the Placing and will not regard
any other person (whether or not a recipient of this Announcement)
as a client in relation to the Placing, the contents of this
Announcement or any other matters described in this Announcement.
Numis will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in connection with the Placing, the contents of this
Announcement or any other matters described in this
Announcement.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority (BaFin) and in the United
Kingdom is deemed authorised under the Temporary Permissions Regime
and is subject to limited regulation by the Financial Conduct
Authority, is acting solely for the Company and no-one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing, the contents of this Announcement or any
other matters described in this Announcement. Berenberg will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
connection with the Placing, the contents of this Announcement or
any other matters described in this Announcement.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"), (b) investors who meet the criteria
of professional clients as defined in Regulation (EU) No 600/2014
as it forms part of domestic law by virtue of the EUWA and (c)
eligible counterparties as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all distribution channels as are permitted by Directive
2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the
UK 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 UK 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 UK Target Market Assessment, the
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the UK Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of
COBS; 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment"). Notwithstanding the EU 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 EU 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 EU Target Market Assessment, the
Bookrunners are only procuring investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the EU Target Market Assessment does not constitute: (a)
an assessment of suitability of 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.
If you are in any doubt about the contents of this Announcement
you should consult your stockbroker, bank manager, solicitor,
accountant or other financial adviser.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
Appendix 1
TERMS AND CONDITIONS OF THE PLACING FOR INVITED PLACEES ONLY
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THE "ANNOUNCEMENT") AND THE
INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND,
JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS 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, WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); OR (B)
IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" WITHIN THE MEANING
OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION (AS DEFINED HEREIN)
AND WHO ARE ALSO: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"), OR (II) HIGH NET WORTH BODIES CORPORATE,
UNINCORPORATED ASSOCIATIONS AND PARTNERSHIPS AND TRUSTEES OF HIGH
VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER, OR (C)
OTHER PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED,
AND IN ALL CASES WHO ARE CAPABLE OF BEING CATEGORISED AS A
PROFESSIONAL CLIENT OR AN ELIGIBLE COUNTERPARTY FOR THE PURPOSES OF
THE FCA CONDUCT OF BUSINESS RULES, (ALL SUCH PERSONS REFERRED TO IN
(A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
PERSONS (INCLUDING, WITHOUT LIMITATION, CUSTODIANS, NOMINEES AND
TRUSTEES) DISTRIBUTING THIS ANNOUNCEMENT (OR ANY PART THEREOF) MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO AND SHOULD SEEK
APPROPRIATE ADVICE BEFORE TAKING ANY ACTION. THIS ANNOUNCEMENT DOES
NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN THE
COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN
THE PLACING SHARES.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
The Placing Shares have not been and will not be registered
under the US Securities Act or under any securities laws of any
state or other jurisdiction of the United States and may not be
offered, sold, resold, pledged, transferred, distributed or
delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act, and in compliance with the securities laws of any
state or other jurisdiction of the United States.
The Placing Shares are being offered and sold only: (i) outside
of the United States in accordance with Regulation S and otherwise
in accordance with applicable laws; and (ii) in the United States
only to a limited number of investors that are "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the US
Securities Act, pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act. The Placing Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any US regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits of any proposed offering of the Placing Shares, or the
accuracy or adequacy of this document. Any representation to the
contrary is a criminal offence in the United States. There will be
no public offer of the securities mentioned herein in the United
States.
In Canada the Placing Shares are being offered and sold only to
persons who are (i) purchasing as principal, or are deemed to be
purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale
or redistribution; (ii) "accredited investors" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions ("NI 45-106") or, in Ontario, as such term is defined in
section 73.3(1) of the Securities Act (Ontario); and (iii)
"permitted clients" as such term is defined in section 1.1 of
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations.
Pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts ("NI 33-105") (or section 3A.4 in the case
of securities issued or guaranteed by the government of a
non-Canadian jurisdiction), the Placing is conducted pursuant to
any exemption from the requirement that Canadian investors be
provided with certain underwriter conflicts of interest disclosure
that would otherwise be required pursuant to subsection 2.1(1) of
NI 33-105.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS
ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, THE UNITED
STATES, ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
This Announcement, and the information contained herein, is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, to persons in the United
States, Canada, Australia, New Zealand, Japan, the Republic of
Ireland or the Republic of South Africa or any other jurisdiction
in which publication or distribution of this Announcement and/or an
offer to sell or issue, or the solicitation of an offer to buy or
subscribe for, Placing Shares (or the acceptance of any such offer)
would be unlawful (each a "Restricted Territory").
The distribution of this Announcement and/or 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 Numis or by Berenberg or any of their respective Affiliates,
or any person acting on behalf of any of them, 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 (including, without limitation, custodians, nominees and
trustees) distributing this Announcement (or any part thereof) must
satisfy themselves that it is lawful to do so. Persons (including,
without limitation, custodians, 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 in the United Kingdom and the
EEA will be made pursuant to an exemption under the UK Prospectus
Regulation or the Prospectus Regulation (as applicable) 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 FSMA does not apply.
Accordingly, subject to certain exceptions, the Placing Shares
may not be offered, sold, transferred or delivered, directly or
indirectly, in or into 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 should be read in its entirety.
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 either
Bank or any of their respective Affiliates, or any person acting on
behalf of any of them 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 therefor is expressly
disclaimed.
Numis is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and is acting solely for the Company
and no-one else in connection with the Placing and will not regard
any other person (whether or not a recipient of this Announcement)
as a client in relation to the Placing, the contents of this
Announcement or any other matters described in this Announcement.
Numis will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in connection with the Placing, the contents of this
Announcement or any other matters described in this
Announcement.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority (BaFin) and in the United
Kingdom is deemed authorised under the Temporary Permissions Regime
and is subject to limited regulation by the Financial Conduct
Authority, is acting solely for the Company and no-one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing, the contents of this Announcement or any
other matters described in this Announcement. Berenberg will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
connection with the Placing, the contents of this Announcement or
any other matters described in this Announcement.
None of the Company, the Banks or any of their respective
Affiliates, or any person acting on behalf of any of them, 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.
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
bound by the terms and conditions contained in this Appendix,
including being deemed to provide (and shall only be permitted to
participate in the Placing on the basis that they have provided)
the representations, warranties, acknowledgements, indemnities,
undertakings, confirmations and agreements set out herein.
In particular each such Placee represents, warrants,
acknowledges, undertakes, confirms and agrees with each Bank (in
its capacity as bookrunner and as placing agent of the Company in
respect of the Placing) and the Company 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 acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties,
acknowledgements, indemnities, undertakings, confirmations and
agreements contained in this Announcement;
(c) it and any account with respect to which it exercises sole
investment discretion, is (i) outside the United States and
acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the US
Securities Act; or (ii) a QIB; and
(d) if it is a financial intermediary, as that term is used in
Article 2(d) of the UK Prospectus Regulation or the Prospectus
Regulation (as applicable), 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 to Relevant Persons, or in circumstances in
which the prior consent of the Banks has been given to each such
proposed offer or resale.
Each Placee located in the United States shall make specific
representations, warranties, acknowledgements and agreements
pursuant to a US investor letter (the "US Investor Letter") to the
Company and the Banks. The Company and the Banks will rely upon the
truth and accuracy of the representations, warranties,
acknowledgements and agreements made pursuant to the US Investor
Letter.
Each Placee located in Canada shall make specific
representations, warranties, acknowledgements and agreements
pursuant to a Canadian permitted investor representation letter
(the "Canadian Investor Letter") to the Company and the Banks. The
Company and the Banks will rely upon the truth and accuracy of the
representations, warranties, acknowledgements and agreements made
pursuant to the Canadian Investor Letter.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
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 bookrunners in connection with the
Placing and have entered into an agreement with the Company (the
"Placing Agreement") under which, subject to the terms and
conditions set out therein, each Bank, as agent for and on behalf
of the Company, agrees to use its reasonable endeavours to procure
Placees for the Placing Shares at the Placing Price (as defined
below).
The Placing is not underwritten.
The Placing and completion of the Acquisition are not
inter-conditional.
The Placing is not conditional upon approval of the Company's
shareholders. The Placing Shares will be issued by the Company
under the allotment authority and disapplication of pre-emption
rights granted by shareholders at the Company's annual general
meeting held on 23 May 2023.
The final number of Placing Shares and the Placing Price will be
set out in a share placing supplement agreed between the Banks and
the Company following the Bookbuild (the "Placing Supplement").
The timing of the closing of the Bookbuild and allocations are
at the discretion of the Company and the Banks. Results of the
Placing will be announced as soon as practicable after the close of
the Bookbuild.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared in respect of the Ordinary Shares after the
date of issue. The Placing Shares will be issued free of any
encumbrances, liens or other security interests.
Application for admission to trading
Applications will be made to the Financial Conduct Authority
("FCA") for admission of the Placing Shares to the premium listing
segment of the Official List of the FCA and to London Stock
Exchange plc ("London Stock Exchange") for admission to trading of
the Placing Shares on its Main Market for listed securities.
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing as agents of the Company.
Participation will only be available to persons who may lawfully
be, and are, invited to participate by the Banks. The Banks and
their respective Affiliates are entitled to enter bids as principal
in the Bookbuild.
2. The Bookbuild, if successful, will establish a single price
payable to the Banks by Placees whose bids are successful (the
"Placing Price"). The number of Placing Shares and the Placing
Price will be agreed between the Banks and the Company following
completion of the Bookbuild. Subject to the execution of the
Placing Supplement, the Placing Price and the number of Placing
Shares to be issued will be announced on a Regulatory Information
Service following the completion of the Bookbuild.
3. To participate in the Bookbuild, Placees should communicate
their bid by telephone or in writing to their usual sales contact
at Numis or Berenberg (as applicable).
4. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at either 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 on the basis referred to in paragraph 6 below.
The Banks reserve the right not to accept bids or to accept bids in
part rather than in whole.
5. The Bookbuild is expected to close no later than 7 a.m.
(London time) on 15 June 2023 but may be closed earlier or later,
at the discretion of the Banks and the Company. The Banks may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right (upon the
agreement of the Banks) to reduce or increase the amount to be
raised pursuant to the Placing, in its absolute discretion.
6. Subject to execution of the Placing Supplement, each Placee's
allocation will be confirmed to Placees orally or in writing by the
relevant Bank following the close of the Bookbuild, and a contract
note or trade confirmation will be dispatched as soon as possible
thereafter. The terms of this Appendix will be deemed incorporated
into the contract note or trade confirmation. Subject to paragraph
8 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 the
relevant Bank 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 articles of association.
7. 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 they 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 Company and the Banks.
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 (as agent of the Company), 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. Such Placees' obligations
will be owed to the Company and to the relevant Bank. The Company
shall allot such Placing Shares to each Placee following each
Placee's payment to the relevant Bank of such amount.
9. Except as required by law or regulation, no press release or
other announcement will be made by 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 under "Termination of the
Placing Agreement" below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by
the relevant Bank.
13. To the fullest extent permissible by law, neither Bank, nor
the Company nor any of their respective Affiliates or persons
acting on behalf of any of them shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Bank, nor
the Company, nor any of their respective Affiliates or persons
acting on behalf of any of them 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.
14. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and 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.
15. All times and dates in this Announcement may be subject to
change. The Banks shall notify the Placees and any person acting on
behalf of the Placees of any changes.
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, among others:
(a) the execution of the Placing Supplement;
(b) the publication by the Company of the results of the Placing
on a Regulatory Information Service;
(c) in the opinion of the Banks, there having been no Material
Adverse Change since entering into the Placing Agreement;
(d) in the opinion of the Banks, there having been no Target
Group Material Adverse Change since entering into the Placing
Agreement;
(e) the Company having complied with all of the agreements and
undertakings, and satisfied or performed all of the conditions and
obligations on its part to be performed or satisfied under the
Placing Agreement and Appendix 1 of this Announcement; and
(f) Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on 19 June 2023 (or such later date as the
Company and the Banks may agree).
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 under "Termination of the Placing
Agreement", 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 or on its behalf in respect thereof.
The Banks may, at their discretion, extend the time for
satisfaction of any condition or waive compliance by the Company
with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement save that the
above condition relating to Admission taking place may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither the Company, the Banks nor any of their respective
Affiliates, nor any person acting on behalf of any of them 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 they 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, among others, if (in summary):
(i) there has been a breach by the Company of any of the warranties
contained in the Placing Agreement, which is, in the opinion of
either Bank (acting in good faith), material in the context of the
Placing and/or Admission; (ii) there has been a breach by the
Company of any obligations contained in the Placing Agreement and
such breach is, in the opinion of either Bank, material in the
context of the Placing and/or Admission; (iii) in the opinion of
the Banks (acting in good faith) there has been a Material Adverse
Change; (iv) in the opinion of the Banks (acting in good faith)
there has been a Target Group Material Adverse Change; or (v) there
is a suspension or material limitation in trading in securities
generally on the London Stock Exchange's market for listed
securities, a general moratorium on commercial banking activities
in London or New York or a material disruption in commercial
banking or securities settlement or clearance services in the
United Kingdom or the United States, an incident of terrorism or
the outbreak or escalation of hostilities involving the UK, any
other EU Member State or the United States or the declaration by
the UK, any other EU Member State or the United States of a
national emergency or war or the occurrence of any other calamity
or crisis resulting in a change in financial, political, market or
economic conditions or currency exchange rates in the UK or the
United States which, in the opinion of either Bank (acting in good
faith) would be likely to prejudice the success of the Placing or
Admission or would make it impractical or inadvisable to continue
with the Placing or Admission.
By participating in the Placing, Placees agree that the exercise
or non-exercise by the Banks of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Banks or for agreement between the Company and
the Banks and that neither the Company nor the Banks need make any
reference to, or consult 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 or failure to so exercise.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No offering document, prospectus or admission document
has been or will be prepared or submitted to be approved by the FCA
(or any other competent authority) in relation to the Placing, and
Placees' commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares, the Placing and the
Acquisition based on publicly available information taken together
with the information contained in this Announcement, the results of
Placing announcement (the "Results of Placing Announcement"), and
the Exchange Information (as defined below) 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 or trade confirmation to be provided to individual
prospective Placees by the Banks.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement, the Results of Placing 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 neither the Banks nor the Company, nor any
of their respective Affiliates or any other person will be
responsible or 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 when deciding to
participate in the Placing. No Placee should consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax adviser
and business adviser for legal, tax and business advice regarding
an investment in the Placing Shares.
Restriction on issues of securities
The Company has undertaken to the Banks that, for a period of 90
days after Admission, it will not, without the prior written
consent of the Banks (not to be unreasonably withheld or delayed)
enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain customary exceptions.
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 shall be within the absolute discretion of the Banks
and that it need not make any reference to, or consult with,
Placees and that it 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:
JE00BF4X3P53) 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, each Placee allocated
Placing Shares in the Placing will be sent a contract note or trade
confirmation in accordance with the standing arrangements in place
with the relevant Bank stating the number of Placing Shares to be
allocated to it at the Placing Price, the aggregate amount owed by
such Placee to the relevant Bank and settlement instructions. It is
expected that such contract note or trade confirmation will be
dispatched on or around 15 June 2023 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 Numis and Numis and Berenberg will each enter its
delivery (DEL) instruction into the CREST system. Numis will hold
any Placing Shares delivered to its CREST 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 19 June 2023 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 SONIA as
determined by the Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks may acquire and retain such shares as
principal or may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds 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 in any jurisdiction upon the sale of
such Placing Shares on such Placee's behalf. The foregoing is
without prejudice to any cause of action either Bank may have
against a defaulting Placee. If Placing Shares are to be delivered
to a custodian or settlement agent, Placees should ensure that the
contract note or trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or 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, save 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 Bank 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 each Bank (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,
the following:
1. it has read and understood this Announcement in its entirety
and that its participation in the Bookbuild and the Placing 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 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, the Acquisition 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 UK Prospectus Regulation or the Prospectus
Regulation (as applicable) and it has not received and will not
receive a prospectus, admission document or other offering document
in connection with Admission, the Bookbuild, the Placing or the
Placing Shares;
3. that the issued 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 applicable law, including UK 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 neither Bank, 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 Bookbuild, the Placing, the
Placing Shares, the Acquisition or the Company or any other person
other than this Announcement and the Placing Results Announcement
(each of which is the sole responsibility of the Company), nor has
it requested either Bank, 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 it
is not, and at the time the Placing Shares are acquired, neither it
nor any beneficial owner of the Placing Shares will be, a resident
of, nor have an address in, a Restricted Territory, and it further
acknowledges that the Placing Shares have not been and will not be
registered or otherwise qualified, for offer or 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 or elsewhere 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 neither Bank nor any of
their respective Affiliates nor any person acting on behalf of any
of them has or shall have any responsibility or liability for any
information, representation or statement contained in this
Announcement or any information, representation or statement
previously or subsequently published by or on behalf of the
Company, including, without limitation, the 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, or omission from, this Announcement or any
information, representation or statement 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 the Exchange Information (save that in the
case of Exchange Information, a Placee's right to rely on that
information is limited to the right that such Placee would have as
a matter of law in the absence of this paragraph), 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 either Bank or
the Company or any of their respective Affiliates or any person
acting on behalf of any of them and neither Bank nor the Company
nor any of their respective Affiliates or any person acting on
behalf of any of them 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 Bank nor any of their
respective Affiliates or any person acting on behalf of any of them
have made any representations to it, express or implied, with
respect to the Company, the Bookbuild, the Placing, the Placing
Shares or the Acquisition or the accuracy, completeness or adequacy
of the Announcement or the Exchange Information, and each of them
expressly disclaims any liability in respect thereof;
7. that it has not relied on any information, representation or
statement relating to the Company contained in any research report
prepared by either Bank, any of their respective Affiliates or any
person acting on behalf of any of them and understands that (i)
neither Bank nor any of their respective Affiliates nor any person
acting on behalf of any of them has or shall have any liability for
any such information, representation or statement; (ii) neither
Bank nor any of their respective Affiliates nor any person acting
on behalf of any of them 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
Announcement or otherwise; and that (iii) neither Bank nor any of
their respective Affiliates nor any person acting on behalf of any
of them makes any representation or warranty, express or implied,
as to the truth, accuracy or completeness of such information,
representation or statement, 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, either Bank or any person acting on behalf of the Company
or either Bank 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 either Bank, the Company or any of
their respective Affiliates or any person acting on behalf of any
of them 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 and the UK 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, either Bank (for itself and as agent on
behalf of the Company) has not received such satisfactory evidence,
the relevant Bank and/or the Company may, in its absolute
discretion, terminate the Placee's Placing participation in which
event all funds delivered by the Placee to the relevant Bank will
be returned without interest to the account of the drawee bank or
CREST account from which they were originally debited;
13. that it (and any person acting on its behalf) is not a
person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury; (b)
named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations;
14. 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 in
respect of the Placing (regardless of the fact that it is acting
for another person);
15. if in a Member State of the EEA, that it is a "Qualified
Investor" within the meaning of Article 2(e) of the Prospectus
Regulation;
16. if in the United Kingdom, that it is a "Qualified Investor"
within the meaning of Article 2(e) of the UK Prospectus Regulation
who is also someone: (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;
17. if in Australia, that it is: (i) either a "sophisticated
investor" within the meaning of section 708(8) of the Australian
Corporations Act or a "professional investor" within the meaning of
section 9 and section 708(11) of the Corporations Act; and (ii) a
"wholesale client" for the purposes of section 761G of the
Corporations Act (and related regulations) and that it has complied
with all relevant requirements in this respect, and it understands
and acknowledges that the issue of any Placing Shares to it under
the Placing does not require a prospectus or other form of
disclosure document under the Corporations Act, and that no Placing
Shares may be offered for sale (or transferred, assigned or
otherwise alienated) to investors in Australia for at least 12
months after their issue, except in circumstances where disclosure
to investors is not required under Part 6D.2 of the Corporations
Act;
18. it satisfies any and all standards for investors in the
Placing Shares imposed by the jurisdiction of its residence or
otherwise;
19. that it will not distribute, forward, 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 or any other Restricted Territory (including
electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
20. 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;
21. 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;
22. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the UK Prospectus Regulation or the
Prospectus Regulation (as applicable), that 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 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 and the Company has been given to
the proposed offer or resale;
23. that it has not offered or sold and 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;
24. 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
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;
25. 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;
26. 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, from
or otherwise involving, the United Kingdom;
27. if it has received any inside information about the Company
and its securities in advance of announcement of the Placing, it
confirms that it has received such information within the market
soundings regime provided for in UK MAR and associated delegated
regulations and 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 UK MAR, prior to the information
being made publicly available, or taken any other action that is in
breach of UK MAR;
28. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to acquire 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,
either Bank, any of their respective Affiliates or any person
acting on behalf of any of them 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 acquisition of the Placing Shares by it or any person
acting on its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, and otherwise;
29. that it (and any person acting on its behalf) has the funds
available to pay for and 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, acquired or sold as the Banks may in
their absolute discretion determine (subject to the allocation
policies agreed with the Company) and without liability to such
Placee. It will, however, remain liable for any shortfall and may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) imposed in any
jurisdiction 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;
30. 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;
31. that neither Bank nor any of their respective Affiliates nor
any person acting on behalf of any of them, is making any
recommendation to it, or advising it regarding the suitability or
merits of any transaction 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 either Bank and that neither
Bank has any duties or responsibilities to it for providing the
protections afforded to its 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 the
Banks' rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
32. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee (on
its behalf), as the case may be. Neither Bank 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 imposed in any jurisdiction (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 Bank, the Company and 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 Numis who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
33. 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 or in connection with these
terms and conditions and any such agreement and/or non-contractual
obligations, 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;
34. that the Banks, the Company and their respective Affiliates
and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings,
confirmations and acknowledgements set forth herein and which are
given to the Banks and the Company and are irrevocable and it
irrevocably authorises 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;
35. that it will indemnify on an after-tax basis and hold the
Banks, the Company and their respective Affiliates and any person
acting on behalf of any of them 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,
agreements, undertakings, confirmations and acknowledgements given
by the Placee (and any person acting on such Placee's behalf) in
this Appendix and further agrees that the provisions of this
Appendix shall survive after completion of the Placing;
36. acknowledges that it irrevocably appoints any director or
authorised signatory of either Bank 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 or its nominee
(on its behalf) to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
37. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note or
trade confirmation 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;
38. 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 acquiring the Placing
Shares, (ii) it is experienced in investing in securities of this
nature in the Company's 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 Shares, (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 either Bank, (iv) it has had sufficient time and access to
information to consider and conduct its own investigation with
respect to the acquisition 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 to
enable it to make an informed investment decision, (v) it is aware
and understands that an investment in the Placing Shares involves a
considerable degree of risk, and (vi) it will not look to the
Company, either Bank, any of their respective Affiliates or any
person acting on behalf of any of them for all or part of any such
loss or losses it or they may suffer;
39. acknowledges and agrees that neither Bank nor the Company
nor any of their respective Affiliates or any person acting on
behalf of any of them owe any fiduciary or other duties to it or
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
40. understands and agrees that it may not rely on any
investigation that the Banks or any of their respective Affiliates
or any person acting on behalf of any of them may or may not have
conducted with respect to the Company and its Affiliates or the
Placing, and the Banks, their respective Affiliates and any person
acting on behalf of any of them have not made any representation or
warranty to it, express or implied, with respect to the merits of
the Placing, the acquisition of the Placing Shares, or as to the
condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as 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;
41. acknowledges and agrees that it will not hold either Bank or
any of their respective Affiliates or any person acting on behalf
of any of them 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
Bank nor any of their respective Affiliates nor any person acting
on behalf of any of them 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;
42. that in connection with the Placing, the Banks and any of
their respective Affiliates may acquire a portion of the shares in
the Company and in that capacity may retain, acquire 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 or any of their respective
Affiliates may enter into financing arrangements (including swaps,
warrants or contracts for differences) with investors in connection
with which the Banks or any of their respective Affiliates may from
time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares. Neither Bank nor any of
their respective Affiliates intends to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so;
43. that a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being o ered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Banks. Each Bank reserves the right to take up a portion of the
securities in the Placing as a principal position at any stage at
its sole discretion and will, inter alia, take account of the
Company's objectives, MiFID II requirements and the allocation
policy;
44. acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. The Placing Shares have not been and will not be
registered or otherwise qualified for offer and sale nor will a
prospectus be cleared or approved in respect of the Placing Shares
under the securities laws of any Restricted Territory and, subject
to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, in,
into or within the United States or any other Restricted Territory,
or in any country or jurisdiction where any action for that purpose
is required, and no action has been or will be taken by any of the
Company, the Banks or any person acting on behalf of the Company or
either Bank that would, or is intended to, permit a public offer of
the Placing Shares in the United States or any other Restricted
Territory or any country or jurisdiction, or any state, province,
territory or jurisdiction thereof, where any such action for that
purpose is required;
45. it, and any account with respect to which it exercises sole
investment discretion, is, and at the time the Placing Shares are
subscribed for will be (i) outside the United States and is
acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the US
Securities Act, or (ii) a QIB and will duly execute a US Investor
Letter and deliver the same to the Company and the Banks (or,
failing which, it will be deemed to have made the representations,
confirmations and undertakings included in the US Investor
Letter);
46. the offer and sale of the Placing Shares in Canada is being
made on a private placement basis only and is exempt from the
requirement that the issuer prepares and files a prospectus under
applicable Canadian securities law; any resale of Placing Shares
acquired by a Canadian investor must be made in accordance with
applicable Canadian securities laws, which resale restrictions may
under certain circumstances apply to resales of the Placing Shares
outside of Canada; and that any offer of Placing Shares may only be
directed at persons in Canada who are (i) purchasing as principal,
or deemed to be purchasing as principal in accordance with
applicable Canadian securities laws, for investment only and not
with a view to resale or redistribution; (ii) "accredited
investors" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions ("NI 45-106") or, in
Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario); and (iii) "permitted clients" as such
term is defined in section 1.1 of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations;
47. it is acquiring the Placing Shares for investment purposes
only and not with a view to any distribution or for resale in
connection with the distribution thereof in whole or in part, in
the United States or any other Restricted Territory;
48. it will be bound by the terms of the articles of association of the Company;
49. that it is not acquiring any of the Placing Shares as a
result of any form of directed selling efforts (as defined in
Regulation S) or general solicitation (as defined in Regulation D);
and
50. that the Banks and their respective Affiliates may have
engaged in transactions with, and provided various commercial
banking, investment banking and financial advisory services in the
ordinary course of their business to, the Company and/or its
Affiliates for which they would have received customary fees and
commissions and that each Bank and its Affiliates may provide such
services to the Company and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each Bank (for its own benefit
and, where relevant, the benefit of its Affiliates and any person
acting on behalf of any of them) and are irrevocable. Each Placee,
and any person acting on behalf of a Placee, acknowledges that
neither Bank 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 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 Bank nor the Company is 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 each Bank, 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 each Bank or any of its 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 each Bank is receiving a fee in
connection with its 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 either
Bank 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 relevant Bank's money in
accordance with the client money rules and will be used by the
relevant Bank in the course of its own business; and the Placee
will rank only as a general creditor of the relevant Bank.
Past performance is not a guide to future performance and
persons needing advice should consult an independent financial
adviser being, (i) if you are resident in the United Kingdom a
financial adviser who is authorised under the FSMA, or (ii) another
appropriately authorised professional adviser if you are resident
in a territory outside of the United Kingdom.
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.
Unless the context requires otherwise, references in this
Appendix 1 to acquire (and related terms such as acquired,
acquiring and acquisition) shall include to subscribe (and its
related terms such as subscribed, subscribing and
subscription).
Time is of the essence as regards each Placee's obligations
under this Appendix 1.
Appendix 2
Definitions
The following definitions apply throughout Appendices 1 and 2 of
this Announcement unless the context otherwise requires:
Acquisition the acquisition by the Company of the Target
Group as detailed further in the announcement
released by the Company;
Admission means the admission of the Placing Shares
to the premium listing segment of the Official
List of the FCA and to trading on the main
market for listed securities of the LSE becoming
effective in accordance with the Listing Rules
and the Admission and Disclosure Standards
of the LSE;
Affiliate has the meaning given in Rule 501(b) of Regulation
D under the US Securities Act or Rule 405
under the US Securities Act, as applicable
and, in the case of the Company, includes
its subsidiary undertakings;
Announcement means this announcement (including its Appendices);
Banks means Berenberg and Numis, and "Bank" means
either of them, as the context requires;
Berenberg means Joh. Berenberg, Gossler & Co. KG, London
Branch of 60 Threadneedle Street, London EC2R
8HP;
Bookbuild means the bookbuilding process to be conducted
by the Banks using their respective reasonable
endeavours to procure placees for the Placing
Shares, as described in this Announcement
and subject to the terms and conditions set
out in this Announcement and the Placing Agreement;
Company means JTC plc;
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;
EEA means the European Economic Area;
Euroclear means Euroclear UK & International Limited,
a company incorporated under the laws of England
and Wales;
Exchange Information has the meaning given to it in Appendix 1
of this Announcement;
FCA or Financial means the UK Financial Conduct Authority;
Conduct Authority
FSMA means the Financial Services and Markets Act
2000 (as amended);
Group means the Company and its subsidiary undertakings,
and "Group Company" shall be construed accordingly;
Listing Rules means the rules and regulations made by the
FCA under FSMA;
LSE or London means London Stock Exchange plc;
Stock Exchange
Material Adverse means a material adverse change in, or any
Change development involving a prospective material
adverse change in, or affecting, the condition
(financial, operational, legal or otherwise)
or the earnings, management, business affairs,
solvency, credit rating or prospects of the
Company, or of the Group (taken as a whole)
whether or not arising in the ordinary course
of business;
MiFID II means EU Directive 2014/65/EU on markets in
financial instruments, as amended;
Numis means Numis Securities Limited, whose registered
office is at 45 Gresham Street, London EC2V
7BF;
Ordinary Shares means the ordinary shares of 1 pence each
in the capital of the Company;
Placee means any person (including individuals, funds
or otherwise) by whom or on whose behalf a
commitment to acquire Placing Shares has been
given;
Placing has the meaning given to it in this Announcement;
Placing Agreement has the meaning given to it in Appendix 1
to this Announcement;
Placing Price has the meaning given to it in Appendix 1
to this Announcement;
Placing Shares has the meaning given to it in this Announcement;
Placing Supplement means the supplement to the Placing Agreement,
which may be entered into between the Company
and the Banks;
Prospectus Regulation means Regulation (EU) 2017/1129 of the European
Parliament and of the Council;
QIB means a qualified institutional buyer as defined
in Rule 144A under the US Securities Act;
Regulation D means Regulation D promulgated under the US
Securities Act;
Regulation S means Regulation S promulgated under the US
Securities Act;
Regulatory Information means any of the services set out in Appendix
Service 3 of the Listing Rules;
Restricted Territory means the United States, Canada, Australia,
New Zealand, Japan, the Republic of Ireland
or the Republic of South Africa and any other
jurisdiction in which publication or distribution
of this Announcement and/or an offer to sell
or issue, or the solicitation of an offer
to buy or subscribe for, Placing Shares (or
the acceptance of any such offer) would be
unlawful;
subsidiary undertaking has the meaning given to that term in the
Companies Act 2006;
Target TC3 Group Holdings LLC, trading as South Dakota
Trust Company
Target Group the Target and its subsidiaries and subsidiary
undertakings;
Target Group means a material adverse change in, or any
Material Adverse development involving a prospective material
Change adverse change in, or affecting, the condition
(financial, operational, legal or otherwise)
or the earnings, management, business affairs,
solvency, credit rating or prospects of the
Target, or of the Target Group (taken as a
whole) whether or not arising in the ordinary
course of business;
Terms and Conditions means the terms and conditions of the Placing
set out in Appendix 1 to this Announcement;
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;
UK MAR or UK means the EU Market Abuse Regulation (2014/596)
Market Abuse Regulation as it forms part of UK domestic law by virtue
of the European Union Withdrawal Act 2018;
UK Prospectus means the EU Prospectus Regulation (2017/1129)
Regulation as it forms part of UK domestic law by virtue
of the European Union Withdrawal Act 2018;
United Kingdom means the United Kingdom of Great Britain
or UK and Northern Ireland;
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; and
US Securities means the U.S. Securities Act of 1933, as
Act amended.
Unless otherwise indicated in this Announcement, any references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK.
[1] GBP:USD exchange rate of 1.2612; Source: Bloomberg (13 June 2023)
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END
IOEBUGDLBXBDGXS
(END) Dow Jones Newswires
June 14, 2023 11:36 ET (15:36 GMT)
Jtc (LSE:JTC)
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