LEI:
213800XC35KGM9NFC641
THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION 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.
FOR IMMEDIATE
RELEASE
28 February
2024
SEGRO
plc
RESULTS OF PLACING AND RETAIL OFFER
SEGRO plc ("SEGRO" or the "Company" or the "Group") announces the successful
pricing of the non-pre-emptive placing of new ordinary shares of 10
pence each in the capital of the Company (the "Ordinary Shares") announced on 27
February 2024 (the "Placing"). In light of the strong
demand received both from existing investors and potential new
holders, the Board has decided to increase the size of the raise
from approximately £800 million to £900 million.
David Sleath, Chief Executive, said: "We appreciate the support from our investor
base for this equity placing and the confidence it demonstrates in
our business. In addition to the profitable growth opportunities
within our development pipeline, we expect further exciting
opportunities to emerge in the coming months which this additional
capital will help us to deliver."
A total of 109,756,098 new Ordinary Shares in the
capital of the Company (the "Placing Shares") have been placed by
Morgan Stanley & Co. International plc ("Morgan Stanley") and UBS AG London
Branch ("UBS", and together
with Morgan Stanley, the "Joint
Bookrunners") at a price of 820 pence per Placing Share (the
"Placing Price").
Barclays Bank PLC ("Barclays") and BNP PARIBAS
("BNPP") are acting as
co-bookrunners in connection with the Placing (Barclays and BNPP
together, the "Co-Bookrunners" and together with the
Joint Bookrunners, the "Banks").
Concurrently with the Placing, retail and other
investors have subscribed in the offer made by the Company via the
PrimaryBid platform for a total of 829,268 new Ordinary Shares in
the capital of the Company (the "Retail Offer Shares") at the Placing
Price (the "Retail
Offer").
The Placing and Retail Offer in aggregate comprised
110,585,366 new Ordinary Shares which will raise gross proceeds of
approximately £907 million for the Company. The Placing Price of
820 pence represents a discount of 3.4% per cent to the closing
price on 27 February 2024, which was 849 pence. The Placing Shares
and Retail Offer Shares, in aggregate, represent approximately 9.0%
per cent of the existing issued ordinary share capital of SEGRO
prior to the Placing. The dilutive impact for existing SEGRO
shareholders resulting from the Placing and the Retail Offer
represents approximately 8.3% per cent. of the Company's issued
share capital.
SEGRO consulted with a number of its major
shareholders prior to the Placing and has respected the principles
of pre-emption through the allocation process.
For purposes of the Listing Rules set forth in the
Financial Conduct Authority ("FCA") Handbook (the "Listing Rules") only, BlackRock Inc.
("BlackRock") is a
substantial shareholder of the Company and is therefore classified
as a related party thereunder. BlackRock has indirectly through
certain of its subsidiary undertakings participated in the Placing
and agreed to subscribe for a total of 11,128,442 Placing Shares at
the Placing Price for an aggregate value of £91,253,224. Following
BlackRock's participation in the Placing, it will be entitled to
control the exercise of voting rights in respect of approximately
10.9% per cent. of the Company's issued share capital. The
participation in the Placing by BlackRock constitutes a "smaller"
related party transaction and falls within Listing
Rule 11.1.10R(1) and this announcement is therefore made in
accordance with Listing Rule 11.1.10R(2)(c).
Applications have been made to the FCA and London
Stock Exchange plc (the "LSE") respectively for the admission of
the Placing Shares and the Retail Offer 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 and to Euronext
Paris S.A. for admission to listing and trading on Euronext
in Paris, France ("Euronext
Paris") (together, "Admission"). It is expected that
Admission will become effective on or before 8.00 a.m. (London
time) / 9.00 a.m. (Paris time) on 1 March 2024. The Placing and the
Retail Offer are conditional upon, amongst other things, Admission
becoming effective and upon the placing agreement between the
Company and the Banks not being terminated in accordance with its
terms.
The Placing Shares and Retail Offer Shares will, when
issued, be credited as fully paid and rank pari passu in all respects with the
existing Ordinary Shares, including, without limitation, the right
to receive all dividends and other distributions declared, made or
paid after the date of issue.
For purposes of the Disclosure Guidance and
Transparency Rules, following Admission, the total number of shares
in issue in the Company will be 1,338,190,555. SEGRO currently
holds no shares as treasury shares, and, therefore, following
Admission, the total number of voting shares in SEGRO in issue will
be 1,338,190,555. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the Disclosure Guidance and
Transparency Rules.
The person responsible for arranging release of this
Announcement on behalf of SEGRO is Stephanie Murton.
For further information on the Announcement, please
contact:
SEGRO
plc:
+44 (0) 20
7451 9048
David
Sleath, Chief Executive
Soumen Das, Chief Financial Officer
Harry Stokes, Commercial Finance Director
Claire Mogford, Head of Investor
Relations
Morgan Stanley
(Joint Bookrunner):
+44 (0) 20 7425
8000
Nick White
Tom Perry
Saravanan Nagappan
Jessica Pauley
Emma Whitehouse
UBS Investment
Bank (Joint
Bookrunner):
+44 (0) 20 7567 8000
Fergus Horrobin
Jonathan Retter
Aadhar Patel
George Dracup
Alex Bloch
Media
Enquiries:
Gary Gaskarth, External Communications
Manager
+44 (0) 20 7451 9069
Richard Sunderland, FTI Consulting
+44 (0) 20
3727 1000
Eve Kirmatzis, FTI Consulting
+44 (0) 20 3727 1000
Pre-Emption Group Reporting
The Placing is a
non-pre-emptive issue of equity securities for cash and accordingly
the Company makes the following post-transaction report in
accordance with the most recently published Pre-Emption Group
Statement of Principles (2022).
Name of
issuer
|
SEGRO
plc
|
Transaction
details
|
In aggregate, the Placing
and Retail Offer of 110,585,366 ordinary
shares represents approximately
9.0% of the Company's
issued ordinary share capital.
Settlement for the Placing
Shares and Retail Offer Shares are expected to take place on or
before 8.00 a.m. (London time) / 9.00 a.m. (Paris time)
on 1 March 2024.
|
Use of
proceeds
|
The proceeds of the Placing
and Retail Offer of approximately
£907
million in aggregate will allow the SEGRO group to pursue
additional growth opportunities, including new and existing
development projects and to take advantage of potential acquisition
opportunities which may arise, whilst maintaining a strong balance
sheet.
|
Quantum of proceeds
|
In aggregate, the Placing
and Retail Offer will raise gross proceeds of approximately
£907
million and net proceeds of approximately £890 million.
|
Discount
|
The Placing Price represents
a discount of approximately 3.4%
per cent. to 849
pence, which was the closing price
on 27 February 2024.
|
Allocations
|
Soft pre-emption has been
adhered to in the allocations process. The Company was involved in
the allocations process, which has been carried out in compliance
with all applicable MiFID II allocation requirements. Allocations
made outside of soft pre-emption were preferentially directed
towards existing shareholders in excess of their pro rata, and wall-crossed
accounts.
|
Consultation
|
The Joint
Bookrunners undertook a pre-launch
wall-crossing process, including consultation with major
shareholders, to the extent reasonably practicable and permitted by
law.
|
Retail
investors
|
The Placing was accompanied
by a Retail Offer, for a total of
829,268
Ordinary Shares, via the PrimaryBid
platform.
Retail investors who
participated in the Retail Offer were able to do so at the same
Placing Price as all other investors participating in the
Placing.
The Retail Offer was made
available to existing shareholders and new investors in the UK.
Investors were able to participate through PrimaryBid's free-to-use
direct channel. As such, to the extent practicable on the
transaction timetable, eligible UK retail investors (including
certificated retail shareholders) had the opportunity to
participate in the Retail Offer alongside institutional
investors.
|
About
SEGRO
SEGRO is a UK Real Estate Investment
Trust (REIT), listed on the London Stock Exchange and Euronext
Paris, and is a leading owner, manager and developer of modern
warehouses and industrial property. It owns or manages 10.4 million
square metres of space (112 million square feet) valued at £20.7
billion as at 31 December 2023, serving customers from a wide range
of industry sectors. Its properties are located in and around major
cities and at key transportation hubs in the UK and in seven other
European countries.
For over 100 years SEGRO has been
creating the space that enables extraordinary things to happen.
From modern big box warehouses, used primarily for regional,
national and international distribution hubs, to urban warehousing
located close to major population centres and business districts,
it provides high-quality assets that allow its customers to
thrive.
A commitment to be a force for
societal and environmental good is integral to SEGRO's purpose and
strategy. Its Responsible SEGRO framework focuses on three
long-term priorities where the company believes it can make the
greatest impact: Championing low-carbon growth, Investing in local
communities and environments and Nurturing talent.
See www.SEGRO.com for further
information.
IMPORTANT
NOTICES
This Announcement and the
information contained herein, is restricted and is not for
publication, release, transmission, 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, Republic of South Africa, Japan or any other
jurisdiction in which such publication, release or distribution
would be unlawful.
No action has been taken by the
Company or the Banks, or any of their respective affiliates, or any
person acting on its or their behalf, that would, or which is
intended to, permit a public offer of the Placing Shares in any
jurisdiction or result in the possession or distribution of this
Announcement or any other offering or publicity material relating
to the Placing Shares in any jurisdiction where action for that
purpose is required. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this Announcement
comes shall inform themselves about, and observe, such
restrictions.
No prospectus will be made available
in connection with the matters contained in this Announcement and
no such prospectus is required (in accordance with the Prospectus
Regulation (EU) 2017/1129 as amended from time to time (the
"EU Prospectus Regulation")
or Prospectus Regulation (EU) 2017/1129 as it forms part of UK
domestic law as amended from time to time by virtue of the European
Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation" and together
with the EU Prospectus Regulation, the "Prospectus Regulations" ) to be
published. Persons needing advice should consult an independent
financial adviser.
This Announcement is for information
purposes only and does not constitute an offer or invitation to
underwrite, buy, subscribe, sell or issue, or the solicitation of
an offer to buy, sell, acquire, dispose or subscribe for, the
Placing Shares, the Retail Offer Shares or any other security in
the United States, Australia, Canada, Republic of South Africa,
Japan or in any jurisdiction in which, or to any persons to whom,
such offering, solicitation or sale would be unlawful or require
registration.
The Placing Shares and the Retail
Offer Shares have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any State or other jurisdiction of the United
States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any State or other
jurisdiction of the United States. There will be no public offering
of the Placing Shares or the Retail Offer Shares in the United
States.
The Placing and the Retail Offer
have not been approved, disapproved or recommended by the U.S.
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 Retail Offer, or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
Neither the Placing Shares nor the
Retail Offer Shares have been, nor will they be, qualified for
distribution to the public in Canada pursuant to a prospectus filed
with the securities regulatory authority of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and neither the Placing Shares
nor the Retail Offer Shares have been, and nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Canada, Australia, Republic
of South Africa or Japan. Accordingly, neither the Placing Shares
nor the Retail Offer Shares may (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Canada, Australia,
Republic of South Africa, Japan or any other jurisdiction outside
the United Kingdom or to, or for the account or benefit of any
national, resident or citizen of Australia, Republic of South
Africa, Japan or to any investor located or resident in
Canada.
This Announcement does not
constitute, or purport to include the information required of, a
disclosure document under Chapter 6D of the Corporations Act 2001
(Cth) (the "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 securities is
made pursuant to this Announcement in Australia except to a person
who is: (i) either a "sophisticated investor" within the meaning of
section 708(8) of the 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) who
has complied with all relevant requirements in this respect. 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.
NOTICE TO CANADIAN
INVESTORS
The Placing Shares may be sold only
to purchasers purchasing, or deemed to be purchasing, as principal
that are accredited investors, as defined in National Instrument
45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations. Any resale of the Placing
Shares must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of
applicable securities laws.
Securities legislation in certain
provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this offering memorandum
(including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised
by the purchaser within the time limit prescribed by the securities
legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities
legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal
advisor.
Pursuant to section 3A.3 of National
Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Agents are not
required to comply with the disclosure requirements of NI 33-105
regarding underwriter conflicts of interest in connection with this
offering.
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) persons in member states of
the European Economic Area, who are "qualified investors" within
the meaning of Article 2(e) of the EU Prospectus Regulation, or (b)
persons in the United Kingdom (i) who are "qualified investors"
within the meaning of Article 2(e) of the UK Prospectus Regulation
and who are investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (ii) who fall within Article
49(2)(a) to (d) of the Order, or (c) in the case of persons located
in the United States, persons who are reasonably believed to be
"qualified institutional buyers" (as defined in Rule 144A under the
US Securities Act of 1933, as amended), or (d) persons to whom it
may otherwise be lawfully communicated (all such persons in (a),
(b), (c) and (d) together being referred to as "Relevant Persons"). This Announcement
must not be acted on or relied on by persons who are not Relevant
Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment
activity to which this Announcement relates is available only to
Relevant Persons and will be engaged in only with Relevant
Persons.
Morgan Stanley & Co.
International plc is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority. UBS AG
London Branch is authorised and regulated by the Financial Market
Supervisory Authority in Switzerland and authorised by the
Prudential Regulatory Authority and subject to regulation by the
Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority in the United Kingdom. Barclays
Bank PLC is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority
and the Prudential Regulation Authority. BNP PARIBAS is authorised
and regulated by the European Central Bank and the Autorité de contrôle prudentiel et de
résolution, and is authorised by
the Prudential Regulation Authority and is subject to regulation by
the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. The Banks are acting for the
Company in connection with the Placing and no one else and will not
be responsible to anyone other than the Company for providing the
protections afforded to their clients nor for providing advice to
any other person in relation to the Placing and/or any other matter
referred to in this Announcement. As required by applicable
securities laws, the licensing status of the Joint Bookrunners in
the Republic of South Africa is as follows: Morgan Stanley &
Co. International plc holds an exemption from the licensing
requirement of the Financial Advisory and Intermediary Services Act
37 of 2002 ("FAIS") and it
is therefore not regulated in the Republic of South Africa, while
UBS AG London Branch holds a financial services provider
("FSP") licence (under FSP
number: 30475) granted in terms of section 7(1) of
FAIS).
This Announcement is being issued by
and is the sole responsibility of the Company. No representation or
warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by the Banks nor any of their respective affiliates or
agents (or any of their respective directors, officers, employees
or advisers or any person acting on their behalf) for the contents
of the information contained in this Announcement, or any other
written or oral information made available to or publicly available
to any interested party or its advisers, or any other statement
made or purported to be made by or on behalf of any Bank or any of
their respective Affiliates in connection with the Company, the
Placing Shares or the Placing and any responsibility therefor is
expressly disclaimed. The Banks and each of their respective
Affiliates accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise (save as referred to above)
in respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by any Bank or any of their respective affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this Announcement.
This Announcement does not identify
or suggest, or purport to identify or suggest, the risks (direct or
indirect) that may be associated with an investment in the Placing
Shares or the Retail Offer Shares. Any investment decision to buy
Placing Shares in the Placing or Retail Offer Shares must be made
solely on the basis of publicly available information, which has
not been independently verified by the Banks. Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. 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 for future
performance and persons reading this Announcement should consult an
independent financial adviser.
This Announcement contains certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which sometimes
use words such as "aim", "anticipate", "believe", "intend", "plan",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts and reflect the directors'
beliefs and expectations and involve a number of risks,
uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement. These statements are subject to unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, neither the Company nor the Banks
assume any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this Announcement. No statement
in this Announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for
the current or future financial years will necessarily match or
exceed the historical or published earnings of the
Company.
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.
In connection with the Placing, each
of the Banks and any of their affiliates, acting as investors for
their own account, may take up a portion of the shares in the
Placing as a principal position and in that capacity may retain,
purchase, sell, offer to sell for their own accounts such shares
and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
acquisition, placing or dealing by, the Banks and any of their
affiliates acting in such capacity. In addition, the Banks and any
of their affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Banks
and any of their respective affiliates may from time to time
acquire, hold or dispose of shares. The Banks do not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
The most recent Annual Report of the
Group (which includes a section entitled "Managing Risks" that
describes the risk factors that may affect the Group's business and
financial performance) and other information about the Group are
available on the SEGRO website at www.SEGRO.com. Neither the
contents of the SEGRO website nor any website accessible by
hyperlinks on the SEGRO website is incorporated in, or forms part
of, this Announcement.
This Announcement does not
constitute a recommendation to acquire any securities of the
Company.
Information to
Distributors
Solely for the purposes of the product
governance requirements contained within: (i) (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 (ii) the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements" and
together with the MiFID II Product Governance Requirements, the
"Product Governance
Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II or the FCA Handbook Conduct of Business
Sourcebook (as applicable); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II or
the FCA Handbook Product Intervention and Product Governance
Sourcebook (as applicable) (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors (for the
purposes of the Product Governance Requirements) should note that:
the price of the Placing Shares may decline and investors could
lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Morgan Stanley & Co. International plc and UBS AG
London Branch will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II or the FCA Conduct of
Business Sourcebook; 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.