Placing and Subscription

RNS Number : 9995N

Chamberlin PLC

26 January 2023

 

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CHAMBERLIN PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF CHAMBERLIN PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").

26 January 2023

Chamberlin plc

("Chamberlin", the "Company" or the "Group")

Placing and Subscription

Chamberlin plc (AIM: CMH.L), the specialist castings and engineering group, is pleased to announce that it has conditionally raised approximately £550,000 (before expenses), pursuant to a placing of 16,666,970 new Ordinary Shares of 0.1p each (the "Placing Shares") at a placing price of 3.3 pence per share (the "Placing Price") with existing institutional and other investors (the "Placing"). Trevor Brown, Executive Director, has also conditionally subscribed for 3,030,000 new Ordinary Shares (the "Subscription Shares") at the Placing Price raising an additional £100,000 (the Subscription Shares together with the Placing Shares, the "New Ordinary Shares", and the Subscription and the Placing, together, the "Fundraising"). 

Cenkos Securities plc ("Cenkos") and Peterhouse Capital Limited ("Peterhouse") acted as joint bookrunners to the Placing ("Joint Bookrunners").

The Placing Price represents a discount of 7.0 per cent. to the closing mid-market price of 3.55 pence per Ordinary Share on 25 January 2023 (being the last practicable date before the release of this Announcement).

The net proceeds from the Fundraising will provide working capital to support the continued delivery of the Group's growth strategy and strengthen the Group's balance sheet.

The Company has the authority to issue and allot the New Ordinary Shares pursuant to certain existing shareholder authorities granting such powers to the directors at the Company's Annual General Meeting held on 30 November 2022.

Enquiries:

Chamberlin plc Kevin Price, Chief Executive Officer Alan Tomlinson, Finance Director		T: 01922 707100
Cenkos Securities plc (Nominated Adviser and Joint Broker) Katy Birkin Stephen Keys George Lawson		T: 020 7397 8900
Peterhouse Capital Limited (Joint Broker) Lucy Williams Duncan Vasey		T: 020 7469 0930

This Announcement is released by Chamberlin plc and contains inside information for the purposes of Article 7 of MAR, and is disclosed in accordance with the Company's obligations under Article 17 of 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 (as defined in MAR), as permitted by MAR.  This 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 such inside information relating to the Company and its securities.

For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU) 2016/1055 and the UK version of such implementing regulation (as amended), the person responsible for arranging for the release of this Announcement on behalf of the Company is Kevin Price, Chief Executive Officer.

1.  Background and Reasons for the Fundraising and Use of Proceeds

Background and Reasons for the Fundraising

The Group continues to diversify away from its reliance on the automotive sector and has undertaken an extensive restructuring programme to align the cost base with revenue, invest in new capacity and improve margins. The Group has demonstrated its ability to deliver on its turnaround strategy, most notably evidenced by:

· Launching two new E-commerce brands, Iron Foundry Weights ("IFW"), and Emba, a cookware brand ("Emba");

· Reporting a 79 per cent. increase in adjusted EBITDA, and a full-year profit after tax for the 12 months ended 31 May 2022 ("FY 2022"), for the first time in five years;

· Undertaking a £1.25 million sale and leaseback of the foundry held by Russell Ductile Castings Ltd ("RDC") in May 2022 following a review of the use of its substantial property assets;

· Completing a capacity expansion project at RDC in November 2022 which increased RDC's ability to produce large castings over three tons by 30 per cent; and

· Protecting the Group from medium-term energy price increases following the agreement of a 5-year fixed price for its electricity in March 2020.

The Group is well positioned to continue its revenue growth and is aiming to return to sustainable profitability in the financial year to 31 May 2024 ("FY 2024"). The Board also continues to evaluate further opportunities to strengthen the balance sheet, including in relation to the Group's property assets.

Chamberlin & Hill Castings Ltd ("CHC")

Although the recovery in performance at CHC was slower than anticipated in the first half of the financial year to 31 May 2023 ("H1 2023") due to uneven demand in automotive volumes, as detailed in the announcement on 30 November 2022, the Group has secured new orders amounting to approximately £1.2 million within the construction, cast iron radiator, power generation and commercial vehicle markets demonstrating diversification away from the automotive market. Despite this, underlying demand for turbocharger components is recovering strongly from the downturn in the second half of the financial year to 31 May 2022 ("H2 2022") and conversion is more consistent.

In addition, new orders have been secured within CHC's machining facility for an aggregated potential annualised revenue value of approximately £0.85 million. The machining facility is now running five out of six machines on single shift basis for the first time in two years, expected to enable CHC to achieve further revenue growth in FY 2024.

Finally, Emba's agreement to develop, market, and sell a jointly branded cookware range with a well-established cookware company is progressing well. The product range is currently in development and is expected to be available for retail sale towards the end of March 2023.

Consistent with the rest of the Group, CHC has undergone a number of cost saving initiatives, and the Board believes the cost base and margins are now the right size for CHC, with an expectation that the subsidiary generates a modest profit as it enters Q4 FY 2023.

Russell Ductile Castings Ltd ("RDC")

RDC delivered a record profit after tax in FY 2022 of £1.09 million and continued to perform well in H1 2023. Following the increase in production capacity at the RDC foundry increasing RDC's ability to produce large castings over three tons by around 30 per cent., the business reported its best ever monthly revenue performance in November 2022. The order book remained stable at approximately £4 million in H1 FY 2023, and RDC secured a significant order, expected to generate revenue of approximately £0.6 million, within the renewable energy sector - a target market for the Group's growth strategy. RDC now has the capacity, enquiry pipeline and competitive market position to maintain its revenue growth potential in FY 2023.

Petrel Ltd ("Petrel")

As announced on 30 November 2022, Petrel made a positive contribution to the Group's results in H1 FY 2023. As well as performing at a run rate consistent with FY 2022 and delivering an operating profit averaging approximately 17 per cent. of revenue, the order intake has remained elevated and includes a substantial order in the defence sector.

Petrel's outlook is also positive; a new management team has been implemented, and the subsidiary is also currently investing in an upgrade to its manufacturing facility in Birmingham. These initiatives are part of a wider strategy from the Group to transform Petrel into the UK's leading independent manufacturer of hazardous area lighting equipment.

Use of Proceeds

As outlined above, the Group has continued to deliver on its turnaround strategy and management expects all business units to be profitable by Q4 FY 2023 and is aiming to be cash generative in FY 2024 through a combination of revenue growth, profitable operating performance and organic reduction in net debt.

In order to deliver on the Group's growth objectives, the Company has conditionally raised approximately £650,000 (before expenses) through the Fundraising in order to provide working capital to support the continued delivery of the Group's growth plans and strengthen the Group's balance sheet.

2.  Details of the Placing and Subscription

The Company has conditionally raised, in aggregate, approximately £650,000 (before expenses), pursuant to a placing of 16,666,970 Placing Shares at the Placing Price with existing institutional and other investors and a subscription for 3,030,000 Subscription Shares at the Placing Price by Trevor Brown, Executive Director. 

The Placing has not been underwritten and is conditional, inter alia, upon:

a)  the placing agreement between the Company, Cenkos and Peterhouse (the "Placing Agreement") becoming unconditional in all respects other than admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies ("Admission") and not having been terminated in accordance with its terms; and

b)  Admission of the Placing Shares occurring by not later than 8.00 a.m. on 31 January 2023 (or such later time and/or date as the Company, Cenkos and Peterhouse may agree, not being later than 8.00 a.m. on 14 February 2023).

Accordingly, if any of the conditions are not satisfied or waived (where capable of being waived), the Placing will not proceed, the Placing Shares will not be issued and all monies received by Cenkos and Peterhouse will be returned to the applicants (at the applicants' risk and without interest) as soon as possible thereafter.

Under the terms of the Placing Agreement, each of Cenkos and Peterhouse has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price.  The Placing Agreement contains certain warranties and indemnities from the Company in favour of Cenkos and Peterhouse and either Cenkos or Peterhouse may terminate the Placing Agreement in certain customary circumstances.

Together, the total number of New Ordinary Shares to be issued pursuant to the Placing and Subscription, being 19,696,970 New Ordinary Shares, represent approximately 18.55 per cent. of the Company's issued share capital as at the date of this Announcement.

The New Ordinary Shares will, when issued, be credited as fully paid up and will be issued subject to the Articles and rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the New Ordinary Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Application has been made to the London Stock Exchange for the Admission of the New Ordinary Shares to trading on AIM. It is expected that Admission will occur on or around 8.00 a.m. on 31 January 2023 (or such later time and/or date as Cenkos and Peterhouse may agree with the Company, being not later than 8.00 a.m. on 14 February 2023).

Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 125,853,677 with each Ordinary Share carrying the right to one vote.  There are no Ordinary Shares held in treasury and therefore the total number of voting rights in the Company is 125,853,677 (the "Enlarged Share Capital"). The above figure may be used by shareholders in the Company 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 share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

3.  Directors' Participation and Related Party Transaction

As at the date of this Announcement, Trevor Brown holds 31,306,915 Ordinary Shares representing 29.49 per cent. of the Company's issued share capital and, following Admission, will hold 34,336,915 Ordinary Shares representing 27.28 per cent. of the Enlarged Share Capital.

In addition, BW Family Limited, a person closely associated with Keith Butler-Wheelhouse, Chairman, has agreed to subscribe for 275,118 Placing Shares at the Placing Price. Following Admission, Keith Butler-Wheelhouse will beneficially hold 1,757,866 Ordinary Shares representing 1.40 per cent. of the Enlarged Share Capital.

The Subscription by Trevor Brown, as a substantial shareholder (as defined in the AIM Rules for Companies) and director, and the participation in the Placing by Keith Butler-Wheelhouse, as a director, constitute a related party transaction pursuant to AIM Rule 13. The Directors (other than Trevor Brown and Keith Butler-Wheelhouse), having consulted with the Company's nominated adviser, Cenkos, believe that the participation in the Fundraising by Trevor Brown and Keith Butler-Wheelhouse is fair and reasonable insofar as Shareholders are concerned.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Trevor Brown
2	Reason for the notification
a)	Position/status	Executive Director
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Chamberlin plc
b)	LEI	213800OS2SK73PPFO761
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary Shares of 0.1p each
	Identification code	GB0001870228
b)	Nature of the transaction	Purchase of Ordinary Shares pursuant to the Subscription
c)	Price(s) and volumes(s)	Price(s)	Volume(s)
		£0.033	3,030,000
d)	Aggregated information	N/A (single transaction)
	Aggregated volume	N/A (single transaction)
	Price	N/A (single transaction)
e)	Date of the transaction	26 January 2023
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	BW Family Limited, a PCA of Keith Butler-Wheelhouse
2	Reason for the notification
a)	Position/status	PCA of Chairman
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Chamberlin plc
b)	LEI	213800OS2SK73PPFO761
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary Shares of 0.1p each
	Identification code	GB0001870228
b)	Nature of the transaction	Purchase of Ordinary Shares pursuant to the Placing
c)	Price(s) and volumes(s)	Price(s)	Volume(s)
		£0.033	275,118
d)	Aggregated information	N/A (single transaction)
	Aggregated volume	N/A (single transaction)
	Price	N/A (single transaction)
e)	Date of the transaction	26 January 2023
f)	Place of the transaction	Outside of a trading venue

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each, a "Restricted Jurisdiction"). This Announcement is for information purposes only and neither it, nor the information contained in it, shall constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.  Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. 

The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred 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 Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

No action has been taken by the Company, the Joint Bookrunners or any of their respective directors, officers, partners, agents, employees, affiliates, advisors, consultants or, in the case of each of the Joint Bookrunners , persons connected with them as defined in the Financial Services and Markets Act 2000, as amended ("FSMA") (together, "Affiliates") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

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.

This Announcement has not been approved by the Financial Conduct Authority or the London Stock Exchange.

No offering document or prospectus will be made available in connection with the matters contained or referred to in this Announcement and no such offering document or prospectus is required to be published, in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129, as amended and retained in UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation").

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person.

This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by the Joint Bookrunners, or by any of their respective Affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.

None of the information in this Announcement has been independently verified or approved by the Joint Bookrunners or any of their respective Affiliates. Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by the Joint Bookrunners or any of their Affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of either of the Joint Bookrunners or any of their respective Affiliates in connection with the Company, the Placing Shares or the Placing or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. The Joint Bookrunners and their respective Affiliates accordingly disclaim all and any responsibility and liability whatsoever, 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 either of the Joint Bookrunners or any of their respective Affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

Cenkos, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the Placing and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Cenkos is not responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

Peterhouse Capital Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the Placing and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Peterhouse is not responsible to anyone other than the Company for providing the protections afforded to clients of Peterhouse or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

Certain statements in this Announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "may", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company, the Joint Bookrunners and their respective Affiliates undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

No statement in this Announcement is intended to be a profit forecast or estimate and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners. This Announcement is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement.  Any indication in this Announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price and value of securities can go down as well as up.

The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account, may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such Placing 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 Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. Neither of the Joint Bookrunners 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 Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

Each prospective placee has been offered Placing Shares at the Placing Price and the Placing Shares have been conditionally subscribed by such placees pursuant to irrevocable placing letters issued by the Joint Bookrunners. 

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.

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 COBS 3.4.1R of the Conduct of Business Sourcebook in the FCA Handbook ("COBS") , (b) investors who meet the criteria of professional clients as defined in COBS 3.5.1R of COBS and (c) eligible counterparties as defined in COBS 3.6.1R of COBS; and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (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 Joint 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 the Placing Shares are: (i) compatible with an end target market of retail clients 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 Joint Bookrunners will only procure 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 or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

END

 

 

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