Proposed Placing

RNS Number : 3635P

Globalworth Real Estate Inv Ltd

10 October 2019

 

10 October 2019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES, IN ANY JURISDICTION, INCLUDING THE UNITED STATES, NOR SHALL IT, OR ANY PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR INVESTMENT DECISION WHATSOEVER, IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES.

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this information is considered to be in the public domain.

Globalworth Real Estate Investments Limited

("Globalworth" or the "Company")

Proposed Placing

Further to the announcement on 1 October 2019, the Board of Globalworth (AIM: GWI), the leading office investor in Central and Eastern Europe, today announces its intention to issue up to 28,571,626 new ordinary shares of the Company (the "Placing Shares") at a price per Placing Share of €9.25 (the "Placing Price"), subject to the terms and conditions contained in the Appendix (the "Placing").

The Placing Price represents a discount of approximately 4.6% to the closing price of €9.70 per ordinary share at the close of business on 30 September 2019, the business day prior to the Company's announcement of its intention to raise additional equity.

The Company has a near-term investment pipeline under exclusivity in Poland with an expected aggregate consideration of approximately €320 million which it expects to be the primary use of the net proceeds of the Placing. The potential investments comprise five properties, one standing and operating and four at various stages of development to be acquired upon completion (expected between Q4-2019 and mid-2021). These investments represent a gross leasable area of 114,000 sqm and offer an expected annual rent of approximately €22 million, two-thirds of which is already leased or pre-let, with a strong tenant profile of multi-national companies from the financial, banking and IT industries.

In addition to these highlighted investments, the Company continues to perform detailed due diligence on further investment opportunities with an aggregate consideration in excess of €300 million.

Consistent with its acquisition and development track record, the Company's pipeline targets investments with a clear strategic fit in prime locations offering attractive income potential, building not only critical mass and generating benefits of scale, but also providing asset management opportunities and value creation potential.

The Board has determined that it is appropriate for the Company to raise new equity by way of the proposed Placing in order to take advantage of these investment opportunities, maintaining its policy that future investments will be funded through a mixture of equity and debt whilst managing gearing to a long-term target LTV of below 40%.

Details of the Placing

Jefferies International Limited ("Jefferies"), J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and UBS AG, London Branch ("UBS" and together with Jefferies and J.P. Morgan Cazenove, the "Banks") are acting as joint global co-ordinators (the "Joint Global Co-ordinators") in connection with the Placing.

The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being the "Announcement"). The Banks will today commence a bookbuilding process in respect of the Placing (the "Bookbuilding Process").  The placing price is €9.25 per Placing Share (the "Placing Price") and the number of Placing Shares will be decided at the close of the Bookbuilding Process. The book will open with immediate effect following this Announcement and is expected to close at 6.00 p.m. (London time) on 10 October 2019. Allocations are at the discretion of the Banks and the Company. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company.

Application has been made for the Placing Shares to be admitted to trading on AIM ("Admission"). Admission and settlement of the Placing Shares are expected to take place at 8.00 a.m. (London time) on 15 October 2019. The Placing is conditional, among other things, upon Admission becoming effective and the placing agreement between the Company and the Banks (the "Placing Agreement") not being terminated in accordance with its terms. The Appendix sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing.

Expected Timetable

The expected timetable for the Placing is as follows:

Latest time and date for receipt of Placing commitments	6.00 p.m. (London time) on 10 October 2019
Announcement of the results of the Placing	11 October 2019
Admission of the Placing Shares to AIM	8.00 a.m. (London time) on 15 October 2019
Crediting of CREST Participants Accounts	15 October 2019

The timetable is subject to change at the discretion of the Company and the Banks.

Dealing Codes

Ticker	GWI
ISIN Code of the Placing Shares	GG00B979FD04
SEDOL Code of the Placing Shares	B979FD

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the section of this Announcement headed "Important Notice".

Enquiries:

Andrew Cox                                                                                        Tel: [phone]

Head of Investor Relations & Corporate Development  

Jefferies International Limited (Joint Global Co-ordinator                   Tel: [phone]

and Joint Broker)
Stuart Klein
Rishi Bhuchar

J.P. Morgan Securities plc (Joint Global Co-ordinator)                       Tel: [phone]

Massimo Saletti
Paul Hewlett
Edward Digby

UBS AG, London Branch (Joint Global Co-ordinator)                         Tel: [phone]

Sebastiaan van Loon

Rafael Szczepaniak

Alex Bloch

Panmure Gordon (UK) Limited (Nomad and Joint Broker)                  Tel: [phone]

Alina Vaskina

Justin Gulston

Milbourne (Public Relations)                                                                 Tel: [phone]

Tim Draper

About Globalworth / Note to Editors

Globalworth is a listed real estate company active in Central and Eastern Europe, quoted on the AIM-segment of the London Stock Exchange.  It has become the pre-eminent office investor in the CEE real estate market through its market-leading positions both in Romania and in Poland.  Globalworth acquires, develops and directly manages high-quality office and logistics/light-industrial real estate assets in prime locations, generating rental income from high quality tenants from around the globe. Managed by over 200 professionals across Romania and Poland, the combined value of its portfolio is €2.85 billion, as at 30 June 2019 pro forma for subsequent acquisitions.  Over 95% of the portfolio is in income-producing assets, predominately in the office sector, and leased to a diversified array of some 685 national and multinational corporates.  In Romania, Globalworth is present in Bucharest, Timisoara, Constanta and Pitesti, while in Poland its assets span Warsaw, Wroclaw, Lodz, Krakow, Gdansk and Katowice.

IMPORTANT NOTICE

The distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession this Announcement or other information referred to herein comes should inform themselves about and observe any such restriction.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, securities to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The offer and sale of securities has not been and will not be registered under the applicable securities laws of any state, province or territory of the United States, Australia, Canada, South Africa, or Japan. Subject to certain limited exceptions, securities may not be offered or sold in Australia, Canada, South Africa, or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa, or Japan.

The securities referred to herein may not be offered or sold in the United States except to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the U.S. Securities Act of 1933 as amended (the "Securities Act") or another applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. All offers and sales of securities outside of the United States will be made in reliance on, and in compliance with, Regulation S under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

In the United Kingdom, this communication is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") (investment professionals) or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.) (all such persons referred to above being "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with Relevant Persons. By accepting receipt of this communication, each recipient is deemed to confirm, represent and warrant that they are a Relevant Person.

In any member state of the European Economic Area, this communication is only addressed to and directed at "qualified investors" in that Member State within the meaning of the Prospectus Regulation ((EU) 2017/1129).

This Announcement is not an "offer to the public" (as defined in the Companies Act, No. 71 of 2008 (as amended) (the "South African Companies Act") in South Africa, provided that the offer is made in the circumstances specified in section 96 of the South African Companies Act and this announcement does not, nor is it intended to, constitute a prospectus (as such term is defined in the South African Companies Act).

This Announcement is for distribution in Israel only to, and is only directed at, investors included in Schedule One of the Israeli Securities Law 5728-1968 and for Qualified Clients as defined in Schedule One of the Law for the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management, 5755-1995. Nothing in this Announcement should be considered as investment counselling or investment marketing, as defined in the Law for the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management, 5755-1995. Investors are encouraged to seek competent investment counselling from a locally licensed investment counsellor prior to making any investment.

Jefferies is authorised and regulated by the Financial Conduct Authority. Jefferies is acting exclusively for the Company and no one else in connection with the Placing. Jefferies will not regard any other person as its client in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

J.P. Morgan Cazenove is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove is acting exclusively for the Company and no one else in connection with the Placing. J.P. Morgan Cazenove will not regard any other person as its client in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

UBS is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is 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.  UBS is acting exclusively for the Company and no one else in connection with the Placing.  UBS will not regard any other person as its client in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

None of the Company, the Banks or any of their respective affiliates, directors, officers, employees, agents or advisers, accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the Announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith. The Company, each Bank and their respective affiliates, directors, officers, employees, agents or advisers accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

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

This Announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as at the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this Announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Announcement.

 

APPENDIX: TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER THE "ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN 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, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE FOR PLACING SHARES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS OR MAY BE UNLAWFUL. IN PARTICULAR THE PLACING SHARES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US 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 THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTION.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, TO PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") AS DEFINED IN SECTION 86(7) OF THE UNITED KINGDOM FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE PLACING SHARES ARE BEING OFFERED AND SOLD (A) IN THE UNITED STATES ONLY TO QUALIFIED INSTITUTIONAL BUYERS (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) IN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND (B) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT IS NOT AN "OFFER TO THE PUBLIC" (AS DEFINED IN THE COMPANIES ACT, NO. 71 OF 2008 (AS AMENDED) (THE "SOUTH AFRICAN COMPANIES ACT") IN SOUTH AFRICA, PROVIDED THAT THE OFFER IS MADE IN THE CIRCUMSTANCES SPECIFIED IN SECTION 96 OF THE SOUTH AFRICAN COMPANIES ACT AND THIS ANNOUNCEMENT DOES NOT, NOR IS IT INTENDED TO, CONSTITUTE A PROSPECTUS (AS SUCH TERM IS DEFINED IN THE SOUTH AFRICAN COMPANIES ACT).

THIS ANNOUNCEMENT IS FOR DISTRIBUTION IN ISRAEL ONLY TO, AND IS ONLY DIRECTED AT, INVESTORS INCLUDED IN SCHEDULE ONE OF THE ISRAELI SECURITIES LAW 5728-1968 AND FOR QUALIFIED CLIENTS AS DEFINED IN SCHEDULE ONE OF THE LAW FOR THE REGULATION OF INVESTMENT ADVICE, INVESTMENT MARKETING AND INVESTMENT PORTFOLIO MANAGEMENT, 5755-1995. NOTHING IN THIS ANNOUNCEMENT SHOULD BE CONSIDERED AS INVESTMENT COUNSELLING OR INVESTMENT MARKETING, AS DEFINED IN THE LAW FOR THE REGULATION OF INVESTMENT ADVICE, INVESTMENT MARKETING AND INVESTMENT PORTFOLIO MANAGEMENT, 5755-1995. INVESTORS ARE ENCOURAGED TO SEEK COMPETENT INVESTMENT COUNSELLING FROM A LOCALLY LICENSED INVESTMENT COUNSELLOR PRIOR TO MAKING ANY INVESTMENT.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR TO ACQUIRE ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND PROJECTIONS WITH RESPECT TO THE ANTICIPATED FUTURE PERFORMANCE OF THE COMPANY AND ITS SUBSIDIARY UNDERTAKINGS ("FORWARD-LOOKING STATEMENTS") WHICH REFLECT VARIOUS ASSUMPTIONS CONCERNING ANTICIPATED RESULTS WHICH MAY OR MAY NOT PROVE TO BE CORRECT. THESE FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE TERMS "ANTICIPATES", "TARGET", "BELIEVES", "ESTIMATES", "EXPECTS", "INTENDS", "MAY", "PLANS", "PROJECTS", "SHOULD" OR "WILL", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING STATEMENTS REFLECT CURRENT EXPECTATIONS BASED ON VARIOUS ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE PERFORMANCE OR RESULTS AND WILL NOT NECESSARILY BE ACCURATE INDICATIONS OF WHETHER OR NOT SUCH RESULTS WILL BE ACHIEVED. AS A RESULT, PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE OF SUCH STATEMENTS AND, EXCEPT AS REQUIRED BY THE FINANCIAL CONDUCT AUTHORITY (THE "FCA"), THE LONDON STOCK EXCHANGE, THE AIM RULES FOR COMPANIES (THE "AIM RULES") OR APPLICABLE LAW, THE COMPANY 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 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.

Unless otherwise defined herein, capitalised terms used in this Appendix shall have the same meaning ascribed to them in the  body of the Announcement. In this Appendix, unless the context requires, "Placee" means a person (including individuals, funds or others) who has been invited to, and who chooses to, participate in the Placing and by whom or on whose behalf a commitment to acquire Placing Shares has been given.

No representation or warranty, express or implied, is made or given by or on behalf of the Company, Jefferies International Limited. ("Jefferies"), J.P. Morgan Securities plc ("J.P. Morgan Cazenove"), UBS AG, London Branch ("UBS" and together with Jefferies and J.P. Morgan Cazenove, the "Banks"), Panmure Gordon (UK) Limited as the Company's nominated adviser ("Panmure Gordon"), or any of their respective affiliates (within the meaning of Rule 405 under the Securities Act) ("Affiliates") or any of such persons' directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this Announcement and no liability whatsoever is accepted by the Company, any Bank, Panmure Gordon or any of such persons' Affiliates, directors, officers or employees or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

The Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada 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 or Japan or to, or for the account or benefit of any national, resident or citizen of Australia, Canada or Japan.

No prospectus or admission document will be made available in connection with the matters contained in this Announcement and no such prospectus or admission document is required (in accordance with the Prospectus Regulation or the AIM Rules, respectively) to be published. All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Banks, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or 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. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. 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.

Jefferies is authorised and regulated by the Financial Conduct Authority. Jefferies is acting exclusively for the Company and no one else in connection with the Placing. Jefferies will not regard any other person as its client in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

J.P. Morgan Cazenove is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove is acting exclusively for the Company and no one else in connection with the Placing. J.P. Morgan Cazenove will not regard any other person as its client in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

UBS is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is 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.  UBS is acting exclusively for the Company and no one else in connection with the Placing.  UBS will not regard any other person as its client in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

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 any Bank or Panmure Gordon (apart from the responsibilities or liabilities that may be imposed by the FSMA or the regulatory regime established thereunder) or by any of their respective affiliates or agents or by any of their respective directors, officers, employees, advisers, representatives or shareholders (collectively, "Representatives") 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 Panmure Gordon or any of their respective affiliates or agents or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. Each Bank and Panmure Gordon and 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 Panmure Gordon or any of their respective affiliates as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this Announcement and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. 

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any investors' options with respect to the Placing. Investors and prospective investors should conduct their own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a 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.

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 Banks.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange plc ("London Stock Exchange").

1.         Details of the placing

1.1       The Banks have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to certain conditions, each Bank, as agent for and on behalf of the Company has agreed to use reasonable endeavours to procure Placees for the Placing Shares at a price per Placing Share (the "Placing Price") of €9.25 pursuant to the Bookbuilding Process.

1.2       The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Company's existing ordinary shares ("Ordinary Shares"), including the right to receive dividends and other distributions declared or made after the date of issue of the Placing Shares. 

1.3       The Company has agreed with the Banks to a 60 day lock-up from Admission, subject to certain exceptions.

2.         Applications for admission to trading

2.1       Application has been made to the London Stock Exchange for admission to trading ("Admission") of the Placing Shares on its AIM market (the "Application").

2.2       It is expected that Admission will become effective on or around 8.00 a.m. (London time) on 15 October 2019 or such later time and date as the Banks and the Company may agree not being later than 8.00 a.m. (London time) on 31 October 2019 and that dealings in the Placing Shares will commence at that time.

3.         Participation in, and principal terms of, the Placing

3.1       Each of Jefferies, J.P. Morgan Cazenove and UBS is acting as Joint Global Co-ordinator for the Company in connection with the Placing.

3.2       This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. The Banks will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may in their sole discretion determine (after consultation with the Company).

3.3       Participation in the Placing is only available to persons who may lawfully be, and are invited to participate in it by the Banks and the Company.  Each Bank and its respective affiliates are each entitled to participate in the Placing and the Bookbuilding Process as principal.

3.4       The number of Placing Shares to be issued in the Placing (including the respective numbers of Placing Shares) will be agreed between the Banks and the Company following completion of the Bookbuilding Process.  The number of Placing Shares will be announced by Regulatory Information Service ("RIS") following completion of the Bookbuilding Process (the "Allocation Announcement").

3.5       Irrespective of the time at which a Placee's allocation pursuant to the Placing is 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."

3.6       All obligations under the Placing will be subject to fulfilment 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."

3.7       The Placing is expected to close no later than 6.00 p.m. (London time) on 10 October 2019, or such later time and date as the Banks and the Company may agree. The timing of the closing of the books, pricing and allocations may be accelerated or delayed. The Banks may, in agreement with the Company accept applications that are received after the Bookbuilding Process has closed.  The Company reserves the right (upon agreement with the Banks) to reduce or seek to increase (in accordance with the Company's articles of incorporation) the number of Placing Shares to be issued pursuant to the Placing in their absolute discretion.

3.8       Any person who has been invited and wishes to participate in the Placing should communicate their application by telephone to their usual sales contact at the relevant Bank. Each application should state the number of Placing Shares which the prospective Placee wishes to acquire at the Placing Price.

3.9       The Banks reserve the right not to accept applications or to accept applications in part rather than in whole, on the basis of allocations determined in the Banks' sole discretion (after consultation with the Company) and may scale down any application for this purpose on such basis as they may determine (after consultation with the Company). The acceptance of the applications shall be at the Banks' absolute discretion (after consultation with the Company). The Banks may also, notwithstanding paragraphs 3.7 and 3.8 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting an application after that time; and (ii) allocate Placing Shares after the Bookbuilding Process has closed to any person submitting an order after that time.

3.10     An order in the Placing will be made on the terms and conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Banks, will not be capable of variation or revocation after the time at which it is submitted.

3.11     Each prospective Placee's allocation will be determined by the Banks in their sole discretion (after consultation with the Company ) and confirmed orally by the Banks following the close of the Bookbuilding Process.  That oral confirmation shall constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of incorporation and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety.

3.12     Each prospective Placee's allocation and commitment will be evidenced by an electronic trade confirmation and/or electronic contract note issued to such Placee by the Banks. The terms of this Appendix will be deemed incorporated by reference therein.

3.13     Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Banks, to pay as principal to the Banks (or as they may direct) in cleared funds immediately on the settlement date an amount equal to the product of the Placing Price and such number of Placing Shares that such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

3.14     By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

3.15     To the fullest extent permissible by law, no Bank nor any of its respective affiliates (as defined below) shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, no Bank nor any of its respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Banks' conduct of the Placing or of such alternative method of effecting the Placing as the Banks and the Company may determine.

3.16     To the fullest extent permitted by law and applicable FCA rules, neither (i) a Bank, (ii) any of that Bank's directors, officers, employees or consultants, or (iii) to the extent not contained with (i) and (ii), any person connected with that Bank as defined in FSMA ((i) to (iii) being together "affiliates" and individually an "affiliate"), shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing.

4.         Conditions of the placing

4.1       The Banks' obligations under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:

(a)        the warranties in the Placing Agreement being true and accurate and not misleading on and as at the date of the Placing Agreement and again on completion of the Placing and at Admission by reference to the facts and circumstances from time to time subsisting;

(b)       the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

(c)        the compliance by the Company with certain publication of announcement obligations (including with respect to this Announcement);

(d)       the compliance by the Company with all its obligations, and the satisfaction by the Company of all the conditions which are to be satisfied by it under the Placing Agreement or under the terms and conditions of the Placing, in each case, in all material respects and to the extent required to be performed or satisfied on or prior to Admission;

(e)       in the opinion of any Bank (following consultation with the Company), there not having been a material adverse change affecting the Company;

(f)        the obligations of the Banks under the Placing Agreement not having been terminated in accordance with its terms prior to Admission; and

(g)       Admission occurring not later than 8.00 a.m. (London time) on 15 October 2019 (or such later time and date as the Banks and the Company may agree not being later than 8.00 a.m. (London time) on 31 October 2019).

4.2       If any condition contained in the Placing Agreement becomes incapable of being fulfilled (or where applicable, waived) or if all the conditions are not fulfilled (or where applicable waived), then the Placing Agreement will terminate in accordance with its terms, the Placing will not proceed and the Placee's 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 the Placee in respect thereof.

4.3       The Banks may in its absolute discretion and upon such terms as it thinks fit, waive fulfilment by the Company of all or any of any the conditions in the Placing Agreement, save that conditions 4.1(b) and 4.1(g) above relating to the allotment and issuance of the Placing Shares and Admission thereof may not be waived.  Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.

4.4       No Bank nor the Company 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 or the date for the satisfaction of any condition to the Placing nor for any decision they 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.

5.         Termination of the placing agreement

5.1       The Banks may at any time prior to Admission terminate the Placing Agreement by giving notice to the Company in certain circumstances, including a breach of the Company's warranties given to the Banks in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement, a material adverse change in the Company's group's condition or prospects or the occurrence of certain customary force majeure events which, in the opinion of the Banks acting in good faith (following consultation with the Company to the extent practicable), makes it impractical or inadvisable to proceed with the Placing, the Application or Admission.

5.2       Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

5.3       By participating in the Placing, Placees agree that the exercise by the Banks of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Banks and that the Banks need not make any reference to Placees and that no Bank nor the Company (or their respective directors, officers or employees) shall have any liability to Placees whatsoever in connection with any such exercise.

6.         Lock-up

6.1       The Company has undertaken that it shall not, without the prior written consent of each Bank (such consent not to be unreasonably withheld or delayed), between the date of the Placing Agreement and the date falling 60 days after Admission allot or issue any Ordinary Shares (or any other shares or securities in the capital of the Company) or issue any options over Ordinary Shares (or any securities exchangeable for, or convertible into, Ordinary Shares or other shares or securities in the capital of the Company save pursuant to (i) the Placing; (ii) the Company's investment manager incentive plan or other employee emolument arrangements; and (iii) the warrant instrument issued by the Company on 24 July 2013.

7.         No prospectus

7.1       No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the Exchange Information (as defined below), and subject to the further terms set forth in the electronic contract note to be provided to individual prospective Placees.

7.2       Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or the Banks or any other person and no Bank nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received.  Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.

8.         Registration and settlement

8.1       Settlement of transactions in the Placing Shares (ISIN Code: GG00B979FD04) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Banks and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in the Banks' or the Company's opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

8.2       Following completion of the Placing, each Placee allocated Placing Shares in the Placing will be sent an electronic trade confirmation and/or electronic contract note  stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Banks and settlement instructions. 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 Banks.

8.3       The Company will deliver the Placing Shares to a CREST account operated by J.P. Morgan Cazenove as agent for the Company and J.P. Morgan Cazenove will enter its delivery (DEL) instructions into the CREST system.  J.P. Morgan Cazenove will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

8.4       It is expected that settlement will take place on 15 October 2019 on a T+2 basis (or such later date as the Banks and the Company may agree) in accordance with the instructions set out in the electronic contract note.

8.5       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 (2) percentage points above LIBOR as determined by the Banks.

8.6       Each Placee is deemed to agree that, if it does not comply with these obligations, a Bank may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for and on behalf of that Bank's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares and will be required to bear any transfer taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares on its behalf.

8.7       If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the electronic trade confirmation and/or electronic contract note is forwarded immediately to the relevant person within that organisation.

8.8       Placees will not be entitled to receive any fee or commission in connection with the Placing.

8.9       Under the Placing Agreement, each Joint Global Co-ordinator is entitled at its discretion and out of its own resources at any time to rebate to any third party part or all of its fees relating to the Placing and to retain agents and may pay commission in respect of the Placing to any or all of those agents out of its own resources.

9.         Representations and warranties

9.1       By submitting an application and/or participating in the Placing, each prospective Placee (and any person acting on such prospective Placee's behalf) irrevocably acknowledges, undertakes, represents, warrants and agrees (as the case may be) with the Banks (in their capacity as Joint Global Co-ordinators and as agents of the Company, in each case as a fundamental term of its application for Placing Shares) and the Company that:

(a)        it has read and understood this Announcement (including the Appendix) in its entirety and its acquisition of Placing Shares is subject to and based on the terms and conditions of the Placing as referred to and included in this Announcement and undertakes not to redistribute or duplicate this Announcement;

(b)       it is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on ownership and transfer and the restrictions on sales of the Placing Shares;

(c)        it is able to bear the economic risk of an investment in the Placing Shares and is currently able to afford the complete loss of such investment and is aware that there are substantial risks incidental to the purchase of the Placing Shares;

(d)       no offering document or prospectus has been prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing, the Bookbuilding Process or the Placing Shares;

(e)       the Ordinary Shares are listed on AIM and 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 the rules and practices of the London Stock Exchange and the FCA (collectively "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 that it is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;

(f)        (i) it has made its own assessment of the Company, the Placing Shares and the terms and conditions of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and has satisfied itself that the information is still current; (ii) no Bank, the Company, any of their respective affiliates nor any person acting on behalf of any of them has provided, or will provide it, with any material regarding the Placing Shares in addition to this Announcement; and (iii) it has not requested any Bank or the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

(g)       the content of this Announcement is exclusively the responsibility of the Company and that no Bank nor any of its respective affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

(h)       the only information on which it has relied in committing itself to acquire Placing Shares is contained in this Announcement and any Exchange Information and that it has not received or relied on any information given or any representations, warranties or statements, express or implied, made by any Bank, the Company or any of their respective affiliates or any person acting on behalf of any of them and no Bank nor the Company, any of their respective affiliates or any person acting on behalf of any of them will be liable for its decision to accept an invitation to participate in the Placing based on any information, representation, warranty or statement other than that contained in this Announcement and any Exchange Information;

(i)         it has neither received nor relied on any "inside information" as defined in the EU Market Abuse Regulation 596/2014 concerning the Company in accepting the invitation to participate in the Placing and is not purchasing Placing Shares on the basis of any "inside information";

(j)         it has the funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it will pay the total price per Placing Share in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other placees or sold at such price as the Banks determine;

(k)        it: (i) is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions; (ii) has fully observed such laws; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations to acquire Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (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) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

(l)         unless otherwise specifically agreed with the Banks, it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, the United States, Australia, Canada, Japan or South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States, Australia, Canada, Japan or South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

(m)       if in the United Kingdom, it is a person of a kind described in (i) Article 19(5) (Investment Professionals); and/or (ii) 49(2) (high net worth companies etc.) of the Order, 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;

(n)       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 FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by any Bank in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

(o)       it is aware of and acknowledges that it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

(p)       if in a Member State of the European Economic Area, it is a Qualified Investor within the meaning of the Prospectus Regulation;

(q)       it will not make any offer to the public of the Placing Shares and has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the European Economic Area prior to Admission except to Qualified Investors and Relevant Persons or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA or an offer to the public in any other member state of the European Economic Area within the meaning of the Prospectus Regulation;

(r)        it has not been engaged to acquire the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA;

(s)        if in the United Kingdom, it is aware of and acknowledges that it is required to comply and has complied with its obligations in connection with money laundering under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2017 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 Money Laundering Regulations 2017;

(t)        if a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the European Economic Area other than to Qualified Investors, or in circumstances in which the prior consent of the Banks has been given to the proposed offer or resale;

(u)       it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, with all applicable provisions of FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

(v)        the allocation, allotment, issue and delivery to it, or the person specified by it for registration as a holder of Placing Shares, will not give rise to a stamp duty or stamp duty reserve tax liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that no instrument under which it acquires Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability or in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

(w)       it, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable by it or any other person on the acquisition by it or them of any of the Placing Shares or the agreement to acquire the Placing Shares and acknowledges and agrees that none of the Banks, the Company, any of their respective affiliates or any person acting on behalf of them will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement, including as may arise on a sale of Placing Shares subsequent to their acquisition by it or them.  Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing, and agrees to indemnify the Company and each Bank on an after-tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of J.P. Morgan Cazenove who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions; no Bank nor any of its affiliates or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of any Bank and that each Bank does not have any duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, for providing advice in relation to the Placing, in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of its rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;

(x)        in order to ensure compliance with the Money Laundering Regulations 2017, each Bank (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity.  Pending the provision to that Bank or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the relevant Bank's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be retained at the relevant Bank's or the Company's registrars', as the case may be, absolute discretion.  If within a reasonable time after a request for verification of identity the relevant Bank (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, the relevant Bank or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

(y)        each Bank may, and its respective affiliates acting as an investor for its or their own account(s) may acquire or purchase Placing Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise.  Accordingly, references in this Announcement to the Placing Shares being offered, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, any Bank or any of its respective affiliates acting as an investor for its or their own account(s).  No Bank or the Company intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

(z)        these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and all non-contractual or other obligations arising out of or in connection with them, are governed by and shall be construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Banks 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;

(aa)      the Company, each Bank and their respective affiliates and others will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties and undertakings which are given to the Banks, on their own behalf and on behalf of the Company, and are irrevocable;

(bb)     it irrevocably appoints any duly authorised officer of each Bank as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to acquire or purchase upon the terms of this Announcement;

(cc)      it will indemnify on an after tax basis and hold the Company and each Bank and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, undertakings, agreements and acknowledgements in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

(dd)     it: (i) has knowledge and experience in financial, business and international investment matters and is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing; and (iii) has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved and has satisfied itself concerning the relevant tax, legal, currency and other economic consideration relevant to its acquisition of Placing Shares;

(ee)     its commitment to acquire Placing Shares on the terms set out herein and in the electronic contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Banks' or the Company's conduct of the Placing; and

(ff)       no Bank owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Additional representations and warranties relating to US securities laws

9.2       By submitting an application and/or participating in the Placing, each prospective Placee (and any person acting on such prospective Placee's behalf) irrevocably acknowledges, undertakes, represents, warrants and agrees (as the case may be) with the Banks (in their capacity as Joint Global Co-ordinators and as agents of the Company , in each case as a fundamental term of its application for Placing Shares) and the Company that:

(a)        it is (a) a "qualified institutional buyer" (a "QIB") within the meaning of Rule 144A under the Securities Act, or (b) is located outside the United States and is acquiring the Placing Shares in an "offshore transaction" (as defined in, and in accordance with Regulation S);

(b)       it understands and any account it represents has been advised that: (i) the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and are being offered in a transaction not involving any public offering in the United States; (ii) the Placing Shares are being offered and sold pursuant to Regulation S under the Securities Act or in a transaction exempt, from or not subject to, the registration requirements under the Securities Act and (iii) the Placing Shares may not be reoffered, resold, pledged or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act;

(c)        it understands and any account it represents has been advised that, the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuer is not required to register the Placing Shares;

(d)       it is not subscribing for any Placing Shares as a result of: (i) any "directed selling efforts" as that term is defined in Regulation S under the Securities Act; or (ii) any form of "general solicitation or general advertising" within the meaning of Regulation D under the Securities Act;

(e)       it is acquiring the Placing Shares for its own account or for one or more separate accounts maintained by it for the benefit of persons on whose behalf the Placee is authorised to make these acknowledgments, representations and warranties, and enter into these agreements and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;

(f)        (i) the Placing Shares may constitute an equity interest in a passive foreign investment company within the meaning of Section 1297(a) of the United States Internal Revenue Code of 1986, as amended ("PFIC"),  in the current or any future tax year; if the Company is a PFIC, then US taxable investors may be subject to adverse US tax consequences in respect of their investment in the Placing Shares; (ii) neither the Company nor the Banks intend to assess whether the Placing Shares constitute equity interests in a PFIC in any taxable year or to provide such information as may be required to make a "qualified electing fund" election with respect to the Placing Shares; and (iii) it is advised to consult with its own tax advisors concerning the impact of any legislation, proposed or enacted, that could affect the application of the PFIC rules;

(g)       it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

(h)       no representation has been made as to the availability of the exemption provided by Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares; and

(i)         in the case of a prospective Placee (and any person acting on such prospective Placee's behalf) who is located in the United States:

(i)         the Placing Shares (whether in physical, certificated form or in uncertificated form held in CREST) are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Placing Shares are being offered and sold in a transaction not involving any public offering in the United States within the meaning of the Securities Act and no representation is made as to the availability of the exemption provided by Rule 144 for resales of the Placing Shares; and

(ii)        it understands that the Placing Shares (to the extent they are in certificated form), unless otherwise determined by the Company in accordance with applicable law, will bear a legend substantially to the following effect:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US 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.  ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OR AN EXEMPTION THEREFROM IN ACCORDANCE WITH ALL APPLICABLE LAWS."

9.3       The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to each Bank for itself and as agent for the Company and are irrevocable.

9.4       The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of transfer taxes depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, transfer taxes may be payable, for which neither the Company nor the Banks will be responsible, and the 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 tax undertakes to pay such transfer tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and each Bank in the event that any of the Company or a Bank has incurred any such liability to pay such transfer tax. If this is the case, each Placee should seek its own advice and notify the Banks accordingly.

9.5       Each Placee and any person acting on behalf of each Placee, acknowledges and agrees that any Bank or any of its respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

9.6       When a Placee or person acting on behalf of the Placee is dealing with a Bank, any money held in an account with that 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 FSMA.  The Placee acknowledges and agrees 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 own money in accordance with the client money rules and will be used by that Bank in the course of its own business; and the Placee will rank only as a general creditor of that Bank (as applicable).

9.7       Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

9.8       Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

9.9       All times and dates in this Announcement may be subject to amendment.  The Banks shall notify the Placees and any person acting on behalf of a Placee of any changes.

 

END

 

 

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