Proposed Placing to raise approximately £85m
THIS ANNOUNCEMENT (WHICH INCLUDES THE APPENDIX) AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).
29 May 2020
Johnson Service Group plc
Proposed Placing to raise approximately £85 million
Johnson Service Group plc ("JSG", the "Company" or the "Group"), a leading UK textile services provider, announces a proposed placing to raise approximately £85 million (before expenses) (the "Placing") through the issue of 73,915,188 new ordinary shares of £0.10 each in the capital of the Company (the "Placing Shares") at a price of 115 pence per share (the "Placing Price").
The Placing will be conducted through an accelerated bookbuilding process ("Bookbuild"), which will be launched immediately following this Announcement in accordance with the terms and conditions of the Placing set out in the Appendix.
Investec Bank plc ("Investec") is acting as sole broker and sole bookrunner in connection with the Placing.
Highlights
· Trading for the first two months of the year before the impact of COVID-19 was in line with our expectations but the Group continues to see a significant amount of disruption across its markets.
· Strong financial position maintained due to cash generative nature of business model with appropriate and decisive mitigating actions taken to manage the cost base and protect cash flows.
· £40m Accordion facility extension and revised covenants have been agreed with principal banks.
· The proposed Placing to raise approximately £85 million is intended to improve the Group's liquidity position and further strengthen its balance sheet.
· The Board remains confident in the long-term prospects of the Group.
Trading update
As previously announced on 5 May 2020, the Group is continuing to see a significant amount of disruption across its markets. Trading for the first two months of the year before the impact of COVID-19 was in line with our expectations.
The Workwear business, which provides garment rental, protective wear and laundry services, continues to supply key industries and all processing sites remain open. Trading for the first two months of the year was in line with management's expectations. Organic revenues within the Workwear business for the first quarter were slightly negative and were some 12% down in April 2020. During May 2020, the Group has seen early indications of some customers reopening.
Within HORECA, which serves the Hotel, Restaurant and Catering markets, the Group has ceased processing at the vast majority of its 18 sites. Organic growth for the first two months of the year was particularly strong at 9%, aided by Gleneagles and Jurys Inn, however, March 2020 saw volumes reduce resulting in a negative organic growth in the month of 27%. In April 2020, revenue fell by 97% on an organic basis due to the closure of the vast majority of the Group's hospitality customers. R evenues during May 2020 are expected to be slightly ahead of April 2020, as a small number of customers reopen.
Management actions
The Group adopts a prudent approach with respect to its cost base and capital allocation and, with the benefit of its ordinarily cash generative business model, has maintained a strong financial position.
As highlighted above, the Group is continuing to see a significant amount of disruption across its business and has been taking appropriate mitigating actions to manage the cost base and protect cash flows. These actions include the following:
· A significant proportion of employees has been furloughed under the Coronavirus Job Retention Scheme ("CJRS"), most notably in the HORECA division, where the vast majority of sites have been mothballed. The CJRS claim in respect of April, amounts to approximately £5.4 million;
· The Board and Senior Management Team have all accepted a temporary salary reduction of 20%, initially for a three-month period from 1 April 2020, and certain other employees in support and administration roles who have not been furloughed have accepted a temporary salary reduction of 10%, initially for the same period;
· All material discretionary capital expenditure has been put on hold and there has been a significant reduction in spend on rental stock investment;
· Commercial vehicles have been taken off the road pursuant to SORNs and maintenance contracts have been renegotiated, with a three-month payment holiday for non-commercial fleet;
· All non-essential revenue expenditure has been curtailed;
· The final dividend has been withdrawn in relation to FY19, saving approximately £8.7 million. The Board anticipates that no dividend will be payable in respect of FY20; and
· Various HMRC initiatives have been utilised to defer payments of VAT (£7.4 million deferral to March 2021), PAYE (£5.8 million deferral to June 2020) and Corporation Tax where possible.
Financing arrangements and headroom
As at 31 March 2020, net debt (excluding IFRS 16) was in line with December 2019 at £87.7 million. As at 30 April 2020, net debt (excluding IFRS 16) was £84.9 million, reflecting the Group's ongoing cash conservation measures. This includes spend relating to Rental Stock (£12.9m), PPE (£5.8m), and acquisitions (£2m).
Following constructive discussions with the Group's three principal banks, the Company has agreed the addition of a £40 million Accordion facility, which extends the existing committed bank facilities to £175 million, the initial £135 million of which matures in August 2023. The £40m Accordion runs to May 2022 with the option for an additional one-year extension.
Alongside these discussions, the Group has also agreed revised covenants extending to the December 2021 covenant test date. The revised covenants replace the existing tests with various maximum net debt and minimum EBITDA1 thresholds at the covenant test dates. The original covenants will return from March 2022.
The Group has deferred £8.2 million of committed capital spend at Leeds and Clacton which will now be paid in equal instalments in July 2020, October 2020 and January 2021. In addition, there is an estimated further working capital outflow in 2020 of approximately £4 million.
The Group has been confirmed as eligible for funding of up to £150m under the Covid Corporate Financing Facility and will continue to explore the availability and suitability of other Government funding initiatives.
1 Definition amended to Adjusted EBIT plus PPE Depreciation, Rental Stock Depreciation and Software Amortisation
Scenario planning
The full implications of COVID-19 on the Group's financial performance and position are difficult to determine at this stage. The Group has modelled a range of potential scenarios regarding how the business might trade during lockdown and how performance is expected to develop once lockdown has been lifted.
Our core scenario assumes that the market slowly begins to recover from July 2020, in-line with Government indications. The Group would then begin to recover from its current levels, with modest initial revenue assumptions which increase gradually during FY20 and FY21. The benefit of the Government's CJRS scheme is only included in the scenario planning until the end of June 2020.
In Workwear it is assumed that organic revenue of (12%) in April 2020 gradually improves to (9%) in Q4 2020, with revenue returning to 2019 levels by H1 2022.
Within HORECA it is assumed that revenue at the start of the recovery is at 25% of typical activity levels, gradually improving each month to reach 75% of typical activity by the end of FY20 with sites reopening on a phased basis as volumes increase. It is assumed that HORECA revenues do not normalise until during Q2 2022.
Based on the above revenue profile assumptions and appropriate cost management actions, including those outlined above, it is anticipated that:
· Maximum net debt, which occurs in April 2021, is expected to be approximately £110m;
· The Group will remain in compliance with its revised banking covenants;
In addition to the scenario outlined above, the Group has modelled additional downside scenarios with alternative assumptions including later dates for the HORECA recovery to start as well as different revenue recovery profiles. These scenarios result in reductions to FY2020 and FY2021 forecast EBITDA figures and an increased maximum net debt figure.
For example, under the scenario that the recovery in the HORECA market is delayed by two months (i.e. the market begins to slowly recover from September 2020) there is a reduction in EBITDA of £29m and £9m in FY20 and FY21 respectively and maximum net debt of £142m, which occurs in April 2021. The key mitigating actions that would reduce the impact of this scenario are the continuation of CJRS, a reduction of rental stock spend and further curtailment of PPE spend.
All of the above scenario planning is before taking account of any proceeds from the Placing.
Details of the Placing and use of proceeds
JSG is proposing to raise approximately £85 million before expenses through the issue of the Placing Shares at the Placing Price. The Placing Price represents a discount of approximately 7 per cent. to the 10 day average closing mid-market price of 123.6 pence per ordinary share and 2 per cent. to the 10 day volume weighted average price of 117.5 pence per ordinary share both ending on 28 May 2020, being the last practicable day prior to the publication of this announcement. The Placing Shares will represent approximately 19.99 per cent. of the Company's current issued share capital.
It is intended that the net proceeds of the Placing will be used to improve the Group's liquidity position and further strengthen the Group's balance sheet in the current challenging environment and help support some key areas including:
· Providing sufficient liquidity to deal with:
- a prolonged lockdown period;
- lower revenue and new sales post lockdown, particularly within the Group's HORECA division; and
- limited short-term working capital impact.
· Enhance the balance sheet of the Group to allow for:
- ongoing investment in the business to continue to drive organic growth; and
- the ability to quickly act on non-organic opportunities to grow the business in the aftermath of the pandemic.
The Board's medium-term ambition for the capital structure remains unchanged.
Directors' and PDMRs' participation in the Placing
It is the intention of the following Directors and senior management team to participate in the Placing for, in aggregate, up to £232,500, of which the Board represents £122,500.
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Name |
Role |
Number of Placing Shares proposed to be acquired (up to) |
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William Shannon |
Chairman |
30,434 |
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Nick Gregg |
NED |
8,695 |
|
Chris Girling |
NED |
8,695 |
|
Peter Egan |
CEO |
47,826 |
|
Yvonne Monaghan |
CFO |
10,869 |
Further details of 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").
Investec, as sole broker and sole bookrunner, will commence the Bookbuild immediately following the release of this Announcement in respect of the Placing. The book will open with immediate effect following this Placing Announcement. The timing of the closing of the book and allocations are at the absolute discretion of Investec and the Company. Investec may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The number of Placing Shares will be agreed between Investec and the Company following completion of the Bookbuild. The results of the Placing will be announced as soon as practicable after the close of the Bookbuild. The Placing is not being underwritten.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing issued ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid in respect of the ordinary shares after Admission (as defined below). The Placing will be effected by way of a cash box structure and will be made on a non-pre-emptive basis. The Company acknowledges that it is seeking to issue Placing Shares representing up to 19.99% per cent. of its existing issued ordinary share capital on a non-pre-emptive basis and has therefore consulted where possible with the Company's major institutional shareholders ahead of this Announcement. The Placing structure has been chosen as it minimises cost, time to completion, and use of management time in a period of unprecedented uncertainty for the Group.
Application has been made to the London Stock Exchange plc (the "London Stock Exchange") for the Placing Shares to be admitted to trading on AIM ("Admission") . Settlement for the Placing Shares and Admission is expected to take place on or before 8.00 a.m. (London time) on 2 June 2020 (or such later time and/or date as Investec may agree with the Company), and dealings in the Placing Shares will commence at that time. The Placing is conditional upon, among other things, Admission becoming effective and the placing agreement between the Company and Investec (the "Placing Agreement") not being terminated in accordance with its terms. The Appendix to this Announcement sets out further information relating to the terms and conditions of the Placing.
The Appendix to this Announcement (which forms part of this Placing Announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. Investors who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.
This Announcement is released by Johnson Service Group PLC and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging for the release of this Announcement on behalf of the Company is Yvonne Monaghan, CFO.
|
Johnson Service Group PLC (www.jsg.com) |
|
|
Peter Egan, CEO |
|
|
Yvonne Monaghan, CFO |
|
|
Tel: 01928 704 600
|
|
|
|
|
|
Investec Investment Banking (NOMAD) |
Camarco (Financial PR) |
|
David Flin |
Ginny Pulbrook |
|
Carlton Nelson |
Oliver Head |
|
Virginia Bull |
|
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Tel: 020 7597 4000 |
Tel: 020 3757 4992 |
IMPORTANT NOTICES
Neither this announcement including its Appendix (together, this "Announcement"), nor any copy of it, nor the information contained in it, is for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for 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 (or to any persons in any of those jurisdictions). This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US 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, taken up, exercised, 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 US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa.
No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979), as amended from time to time and including any relevant implementing measure in any member state and the United Kingdom) (the "Prospectus Regulation").
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("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 apply.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Members of the public are not eligible to take part in the Placing. This Announcement (including the terms and conditions contained in this Announcement) is for information purposes only and is directed only at: (a) persons in Member States of the European Economic Area ("EEA") and the United Kingdom who are (unless otherwise agreed by Investec Bank plc ("Investec")) qualified investors within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom (unless otherwise agreed by Investec), Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investments professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons"). This Announcement (including the terms and conditions set out in this Announcement) must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement (including the terms and conditions set out herein) relates is available only to, and will be engaged in only with, Relevant Persons.
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 Investec, or by any of its partners, directors, officers, employees, advisers, consultants or 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.
Investec, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and the PRA, is acting solely for the Company and no-one else in connection with the Placing and the transactions 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. Investec is not responsible to anyone other than the Company for providing the protections afforded to clients of Investec or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.
None of the information in this Announcement has been independently verified or approved by Investec or any of its partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on Investec 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 Investec or any of its partners, directors, officers, employees, advisers, consultants or 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 Investec or any of its partners, directors, officers, employees, advisers, consultants or 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. Investec and its partners, directors, officers, employees, advisers, consultants and 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 Investec or any of its partners, directors, officers, employees, advisers, consultants or affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement. Investec's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.
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, Investec or any of their respective affiliates that would permit an offering of the Placing Shares or 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 into whose possession this Announcement comes are required by the Company and Investec to inform themselves about, and to observe, such restrictions.
Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part thereof) should seek appropriate advice before taking any action.
In connection with the Placing, Investec and any of its affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, Investec and any of its affiliates acting in such capacity. In addition, Investec and any of its affiliates may enter into financing arrangements (including swaps) with investors in connection with which Investec and any of its affiliates may from time to time acquire, hold or dispose of shares. Investec does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this Announcement and are not intended to give any assurance as to future results and cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based, except where required to do so under applicable law.
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 Investec. This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and 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. The price and value of securities can go down as well as up and 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 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.
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.
References in this Announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest. 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.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.
The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the terms and conditions of the Placing and the Bookbuild. Persons who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions in this Announcement and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.
Information to Distributors
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 investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Investec will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
THIS ANNOUNCEMENT AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") AND THE UNITED KINGDOM, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE PLACING AGENT, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AS AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE AND THE UNITED KINGDOM) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY AND THE PLACING AGENT TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, 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 US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE APPROVED, DISAPPROVED OR RECOMMENDED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING, THE OFFERING OF PLACING SHARES OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
NEITHER THE COMPANY NOR THE PLACING AGENT MAKES ANY REPRESENTATION TO PERSONS WHO ARE INVITED TO AND WHO CHOOSE TO PARTICIPATE IN THE PLACING REGARDING AN INVESTMENT IN THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT UNDER THE LAWS APPLICABLE TO SUCH PLACEES. EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE SHARES.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.
By participating in the Placing, Placees will be deemed to have read and understood this Announcement in its entirety and to be participating in the Placing on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Announcement. In particular, each Placee represents, warrants, acknowledges and agrees that:
1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and
2. it is and, at the time the Placing Shares are acquired, will be outside the United States and acquiring the Placing Shares in an "offshore transaction" in accordance with Regulation S under the Securities Act ("Regulation S").
The Company and the Placing Agent will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. Each Placee hereby agrees with the Placing Agent and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if the Placing Agent confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to subscribe for the number of Placing Shares allocated to it at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.
Details of the Placing Agreement and the Placing Shares
The Company and the Placing Agent have entered into a Placing Agreement, under which the Placing Agent has undertaken, on the terms and subject to the conditions set out therein, to use its reasonable endeavours to procure subscribers for the Placing Shares.
The Placing Agent shall be under no obligation to itself subscribe as principal for: (i) any Placing Shares for which it is unable to procure Placees; or (ii) any Placing Shares to the extent that any Placee procured by the Placing Agent fails to subscribe for any or all of the Placing Shares which have been allocated to it in the Placing.
The Placing Shares will, when issued, be subject to the articles of association of the Company, will be credited as fully paid and will rank pari passu in all respects with the existing Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Shares after the date of issue of the Placing Shares.
The issue of the Placing Shares is to be effected by way of a cash box placing. In accordance with the Placing Agreement and a subscription and transfer agreement entered into between the Company, Newco (a Jersey-incorporated subsidiary of the Company) and the Placing Agent, the Company will allot and issue the Placing Shares on a non-pre-emptive basis to the Placing Agent, as bare nominee for the Placees (pending transfer of legal title to the Placees through CREST) and/or to the Placees themselves, as the Placing Agent shall direct, in consideration for the transfer to the Company by the Placing Agent of certain shares in Newco. Accordingly, instead of receiving cash as consideration for the issue of Placing Shares the Company will, conditional on Admission and following the conclusion of the Placing, own all of the issued share capital of Newco, whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing.
The Placing Shares will trade on AIM under JOHNSON SERVICE GROUP PLC, symbol JSG, with ISIN GB0004762810.
Lock-up
As part of the Placing, the Company has agreed that it will not issue or sell any Shares for a period of 90 days after Admission without the prior written consent of the Placing Agent. This agreement is subject to certain customary exceptions.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will take place on or before 08.00 a.m. on 2 June 2020 and that dealings in the Placing Shares will commence at the same time.
Placing and Bookbuild
The Placing Agent will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Placing Agent and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may agree between them.
Principal terms of the Bookbuild and Placing
1. Investec (the Placing Agent) is arranging the Placing as sole broker and sole bookrunner and agent of the Company.
2. Participation in the Placing is only available to persons who are lawfully able to, and have been invited to, participate by the Placing Agent. The Placing Agent and its affiliates and/or their agents are entitled, acting for their own account, to participate in the Placing as principal.
3. The number of Placing Shares to be issued will be agreed between the Placing Agent and the Company following completion of the Bookbuild. The results of the Bookbuild will be released via a Regulatory Information Service ("RIS") following the completion of the Bookbuild.
4. The Bookbuild is expected to close no later than 4 p.m. on 29 May 2020 but may be closed earlier or later at the discretion of the Placing Agent. The Placing Agent may, in agreement with the Company, accept bids received after the Bookbuild has closed.
5. To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at the Placing Agent. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price.
6. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Placing Agent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Placing Agent (as agent of the Company), to pay to the Placing Agent (or as the Placing Agent may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee.
7. The Placing Agent may choose to accept bids, either in whole or in part, on the basis of allocations determined in consultation with the Company and reserves the right (i) to scale back the number of Placing Shares to be subscribed for by any Placee in the event of the Placing being over-subscribed; (ii) not to accept offers for Placing Shares or to accept such offers in part rather than in full; (iii) to allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and/or (iv) to allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right to reduce the amount to be raised pursuant to the Placing, in agreement with the Placing Agent.
8. Each Placee's allocation of Placing Shares will be confirmed to Placees orally, or in writing (which may include email), by the Placing Agent following the close of the Bookbuild and a trade confirmation or contract note has been or will be dispatched thereafter. The Placing Agent's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Placing Agent and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Announcement and in accordance with the Company's articles of association. The terms and conditions of this Announcement will be deemed to be incorporated in that trade confirmation, contract note or such other (oral or written) confirmation and will be legally binding on the Placee on behalf of which it is made. All obligations under the Bookbuild and 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 "Right to terminate under the Placing Agreement". By participating in the Bookbuild, 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.
9. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
10. Except as required by law or regulation, no press release or other announcement will be made by the Placing Agent or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
11. To the fullest extent permissible by law and the applicable rules of the FCA, neither the Placing Agent nor the Company nor any of their affiliates shall have any liability to the Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Placing Agent and its affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither the Placing Agent nor the Company nor any of their respective affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Placing Agent's conduct of the Placing.
Conditions of the Placing
The Placing Agent's obligations under the Placing Agreement are conditional on, inter alia:
1. the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission;
2. the Terms of Sale having been duly executed and the Placing Results Announcement having been released to a RIS by no later than 08.00 a.m. on 1 June 2020;
3. the warranties given by the Company in the Placing Agreement being true, accurate and not misleading at all times from the date of the Placing Agreement and before Admission, by reference to the facts and circumstances then subsisting; and
4. Admission occurring no later than 08.00 a.m. on 2 June 2020.
If: (i) any of the conditions contained in the Placing Agreement, including those described above, is not fulfilled or (where applicable) waived by the Placing Agent by the respective time and date (if any) specified (or such later time and/or date (if any) as the Placing Agent may notify to the Company); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations as set out in this Announcement in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof. The Placing Agent may, at its absolute discretion and subject to any conditions it considers appropriate, waive the satisfaction of any condition (other than the occurrence of Admission) by giving notice to the Company. The Placing Agent and the Company may agree in writing to extend the period for compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the period for satisfaction of the condition relating to Admission shall not be extended beyond the Long Stop Date. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Placing Agent, nor the Company nor any of their respective affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision 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 Placing Agent. Placees will have no rights against the Placing Agent, the Company or any of their respective partners, members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
Right to terminate the Placing Agreement
The Placing Agent is entitled to terminate the Placing Agreement by notice to the Company in certain circumstances, including, inter alia, if at any time before Admission:
1. in the opinion of the Placing Agent (acting in good faith), there has been a breach of any of the warranties given by the Company in the Placing Agreement;
2. in the opinion of the Placing Agent (acting in good faith), a material adverse change has occurred; or
3. a material adverse change in market conditions has occurred, including a material deterioration in, or material escalation in the response to, the Covid-19 pandemic or the occurrence of certain force majeure events, which in each case, in the opinion of the Placing Agent (acting in good faith) is likely to prejudice the success of the Placing or make it impractical or inadvisable to proceed with the Placing.
If the Placing Agreement is terminated prior to Admission then the Placing will not occur and the Company and the Placing Agent 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.
The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Placing Agent of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Placing Agent and that the Placing Agent need not make any reference to Placees in this regard and that neither the Placing Agent nor any of its affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in this Announcement, the announcement of the results of the Placing through a RIS and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information") or has published via a RIS ("Publicly Available Information") (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph). 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 and/or Publicly Available Information), representation, warranty or statement made by or on behalf of the Company or the Placing Agent or any other person and neither the Placing Agent, 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 and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Placing Agent, the Company or any of their respective officers, directors, partners, employees or agents. 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. Neither the Company nor the Placing Agent are making any undertaking, representation or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Placing Agent in accordance with the standing CREST settlement instructions which they have in place with the Placing Agent.
Settlement of transactions in the Placing Shares (ISIN: GB0004762810) following Admission will take place within the CREST system provided that, subject to certain exceptions, the Placing Agent reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means as it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on 2 June 2020 unless otherwise notified by the Placing Agent. Admission is expected to occur by 2 June 2020 or otherwise at such later time as may be agreed between the Company and the Placing Agent, not being later than the Long Stop Date.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Placing Agent may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Placing Agent's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due (chargeable daily on payments not received from Placees on the date due). The relevant Placee will, however, remain liable and shall indemnify the Placing Agent on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Placing Agent such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Placing Agent lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that any form of confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither the Placing Agent nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) will be deemed to make the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Placing Agent (for itself and on behalf of the Company), that:
1. it has read and understood this Announcement in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained in this Announcement and undertakes not to redistribute or duplicate this Announcement;
2. it is relying solely on this Announcement and not on any other information given, or representation, warranty or statement made at any time, by any person concerning the Company, the Placing Shares or the Placing. It agrees that neither the Company nor the Placing Agent, nor any of their respective officers, agents, employees or affiliates will have any liability for any other information, warranty or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information, warranty or representation;
3. the shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and that it is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;
4. its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
5. the exercise by the Placing Agent of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Placing Agent and the Placing Agent need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Placing Agent or the Company, or any of their respective officers, directors, partners or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
6. these terms and conditions represent the whole and only agreement between it, the Placing Agent and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information, representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement, the Exchange Information and the Publicly Available Information (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, nor the Placing Agent nor any of their respective officers, directors, partners or employees will have any liability for any such other information, representation or warranty, express or implied;
7. it acknowledges that no person is authorised in connection with the Placing to give any information or warranty or make any representation other than as contained in this document and, if given or made, any information, warranty or representation must not be relied upon as having been authorised by the Placing Agent or the Company;
8. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA which has implemented the Prospectus Regulation and the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of the Placing Agent has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA or the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;
9. neither it nor, as the case may be, its clients expect the Placing Agent to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Placing Agent is not acting for it or its clients, and that the Placing Agent will not be responsible for providing the protections afforded to customers of the Placing Agent or for providing advice in respect of the transactions described in this Announcement;
10. it has made its own assessment of the Placing Shares 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 neither the Placing Agent nor the Company nor any of their respective affiliates, agents, directors, officers, partners or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested the Placing Agent, the Company or any of their respective affiliates, agents, directors, officers, partners or employees or any person acting on behalf of any of them to provide it with any such information;
11. the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement, the Exchange Information and the Publicly Available Information (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement, the Exchange Information and the Publicly Available Information;
12. neither the Placing Agent nor the Company nor any of their respective affiliates, agents, directors, officers, partners or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement, the Exchange Information or the Publicly Available Information;
13. that it is not a person located in the United States and will acquire the Placing Shares in an "offshore transaction", as defined in Regulation S, conducted in accordance with Regulation S;
14. it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S;
15. unless specifically agreed with the Placing Agent, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
16. it is not a national or resident of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other state or jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares (a "Restricted Territory") or a corporation, partnership or other entity organised under the laws of any Restricted Territory and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in any Restricted Territory or to or for the benefit of any person resident in any Restricted Territory and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance or any other regulatory or other authority of a Restricted Territory and that the Placing Shares have not been and will not be registered under the securities legislation of any Restricted Territory and are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into a Restricted Territory;
17. if it is outside the United Kingdom, neither this document nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
18. it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
19. it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States;
20. it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due time and date set out in this Announcement, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Placing Agent may in its discretion determine and without liability to such Placee;
21. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Placing Agent or the Company may call upon it to subscribe for a lower number of Placing Shares (if any);
22. that its commitment to subscribe for Placing Shares on the terms set out in this Announcement and in the trade confirmation, contract note or other confirmation (as the case may be) 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 Placing;
23. it is entitled to subscribe for and/or purchase Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it and that it has fully observed such laws and regulations and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Placing Agent or any of their respective directors, partners, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
24. it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations;
25. where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and this Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Placing Agent, provided that where the Placee is acting in its capacity as a discretionary investment manager on behalf of its underlying clients (who include individuals and/or retail clients), then it is the discretionary investment manager that is to be regarded as the Placee for the purpose of this Announcement and not the underlying client and, for the avoidance of doubt, the representations and warranties given are to be taken as made on behalf of the Placee itself and not their underlying client;
26. it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 (a) to (d) of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, partners, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
27. unless otherwise agreed by the Placing Agent, it is a "qualified investor" (as defined in section 86(7) of FSMA);
28. unless otherwise agreed by the Placing Agent, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
29. 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;
30. any money held in an account with the Placing Agent (or its nominees) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from the Placing Agent's (or its nominee's) money in accordance with such client money rules and will be used by the Placing Agent in the course of its own business and each Placee will rank only as a general creditor of the Placing Agent;
31. it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
32. it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
33. it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission of the relevant Placing Shares becomes effective;
34. it appoints irrevocably any officer, employee or representative of the Placing Agent as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
35. as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;
36. this Announcement does not constitute a securities recommendation or financial product advice and that neither the Placing Agent nor the Company has considered its particular objectives, financial situation and needs;
37. it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares 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;
38. it will indemnify and hold the Company, the Placing Agent and each of their and their respective affiliates' agents, directors, officers and employees, 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, acknowledgements, agreements and undertakings given by the Placee in this Announcement and further agrees that the Company and the Placing Agent will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings in this Announcement and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Placing Agent and the Company. All confirmations, warranties, acknowledgements, agreements and undertakings given by the Placee, pursuant to this Announcement are given to the Placing Agent for itself and on behalf of the Company and will survive completion of the Placing and Admission;
39. time shall be of the essence as regards obligations pursuant to this Announcement;
40. it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Placing Agent to provide any legal, financial, tax or other advice to it;
41. all dates and times in this Announcement may be subject to amendment and that the Placing Agent shall notify it of any such amendments;
42. (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and MAR; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; and (iii) it is not a person: (a) with whom transactions are prohibited under the applicable law or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the US Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Placing Agent such evidence, if any, as to the identity or location or legal status of any person which the Placing Agent may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Placing Agent on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Placing Agent may decide in its absolute discretion;
43. that it will not make any offer to the public of those Placing Shares to be subscribed for and/or purchased by it for the purposes of the Prospectus Regulation Rules made by the FCA pursuant to Prospectus Regulation Rules Instrument 2019 (FCA 2019/80);
44. that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (with respect to which it has the authority to make the statements set out in this Announcement) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;
45. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and 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 Placing Agent in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;
46. any documents sent to Placees will be sent at the Placee's risk and may be sent by post to a Placee at any address notified by it to the Placing Agent;
47. the Placing Agent owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement;
48. the Placing Agent and the Company are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to the Placees;
49. any of the Placee's clients, whether or not identified to the Placing Agent, will remain its sole responsibility and will not become clients of the Placing Agent for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;
50. the Placing Agent or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;
51. no prospectus, admission document or other offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares; and
52. if it has received any inside information (as defined in MAR) about the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.
The Company, the Placing Agent and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Placing Agent for itself and on behalf of the Company and are irrevocable.
The rights and remedies of the Placing Agent and the Company under the terms and conditions in this Announcement are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
The provisions of this Announcement may be waived, varied or modified as regards specific Placees or on a general basis by the Placing Agent.
The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax 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, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Placing Agent 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Placing Agent in the event that any of the Company and/or the Placing Agent have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Placing Agent accordingly.
In addition, Placees should note that they 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) payable outside the UK by them or any other person on the subscription or purchase by them of any Placing Shares or the agreement by them to subscribe for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty, expressed or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Placing Agent or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
DEFINITIONS
In this Announcement:
"Act" means the Companies Act 2006, as amended from time to time;
"Admission" means the admission of the Placing Shares to trading on AIM becoming effective in accordance with rule 6 of the AIM Rules;
"AIM" means AIM, a market of the London Stock Exchange;
"AIM Rules" means the rules for companies and accompanying guidance notes published by the London Stock Exchange governing admission to and the operation of AIM, as amended and reissued from time to time;
"Announcement" means this announcement (including the appendix to this announcement);
"Appendix" means the appendix to this Announcement;
"Application" means the application by or on behalf of the Company for Admission in accordance with rule 5 of the AIM Rules;
"Board" means the board of directors of the Company, or a duly authorised committee of it;
"Bookbuild" means the accelerated bookbuild process in relation to the Placing, on the terms described in the Placing Agreement and the other Placing documents, which will establish the number of Placing Shares to be issued and allotted pursuant to the Placing;
"Business Day" means any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday;
"CREST" means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations);
"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from time to time;
"Directors" means the directors of the Company for the time being;
"FCA" means the Financial Conduct Authority of the United Kingdom;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"Group" means the Company and all its subsidiary undertakings, and "Group Company" means any of them;
"Investec" means Investec Bank plc, registered in England and Wales with number 00489604, whose registered office is at 30 Gresham Street, London EC2V 7QP;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 08.00 a.m. on 5 June 2020;
"MAR" means the EU Market Abuse Regulation (EU) 596/2014 and all delegated or implementing regulations relating to that Regulation;
"Newco" means Project Elevate Limited, a Jersey incorporated subsidiary of the Company;
"Placee" means any person who agrees to subscribe for the Placing Shares;
"Placing" means the placing of the Placing Shares by the Placing Agent, on behalf of the Company, pursuant to the Placing Agreement;
"Placing Agent" means Investec;
"Placing Agreement" means the placing agreement dated 29 May 2020 between the Company and the Placing Agent in respect of the Placing;
"Placing Price" means 115 pence per Placing Share;
"Placing Results Announcement" means the announcement of the results of the Bookbuild via a Regulatory Information Service;
"Placing Shares" means up to 73,915,188 new Shares to be allotted and issued by the Company pursuant to the Placing;
"Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended and supplemented from time to time);
"RIS" means a Regulatory Information Service that is on the list of approved Regulatory Information Services maintained by the FCA;
"Shares" means the ordinary shares of 10 pence each in the capital of the Company;
"Terms of Sale" means the terms of sale to be entered into by the Company and the Placing Agent pursuant to the Placing confirming, inter alia, the number of Placing Shares to be issued pursuant to the Placing
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; and
"US Securities Act" means the US Securities Act of 1933, as amended.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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