Announcement of ABB
DISSEMINATION OF A REGULATORY ANNOUNCEMENT THAT CONTAINS INSIDE INFORMATION ACCORDING TO REGULATION (EU) NO 596/2014 (MAR).
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF NORMAN BROADBENT PLC IN ANY JURISIDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE LATER IN THIS ANNOUNCEMENT.
29 September 2017
Norman Broadbent plc
("Norman Broadbent" or the "Company")
Proposed Placing to raise up to £1.23 million
Norman Broadbent (AIM: NBB), a leading provider of Talent Acquisition & Advisory Services, comprising Board & Executive Search, Interim Management, Research & Insight, Leadership Consulting & Assessment, and executive level Recruitment Solutions, announces its intention to conduct a conditional placing (the "Placing") of up to 12,252,250 new ordinary shares (the "Placing Shares") to raise up to £1.23 million (before expenses) at an intended price of 10 pence per share (the "Placing Price").
The Placing Shares are being offered to institutional investors by means of an accelerated book build ("ABB"), which is to begin immediately, and will be managed by WH Ireland Limited ("WH Ireland") acting as sole bookrunner.
It is intended that the Placing will be conditional, inter alia, on the approval of shareholders at a forthcoming general meeting of the Company ("General Meeting") which will be convened to seek authority for the Directors to issue and allot further new ordinary shares otherwise than on a non-pre-emptive basis.
A circular setting out details of the Placing (the "Circular") and to convene the General Meeting will be available on the Company's website shortly and is expected to be posted to Shareholders later today.
Existing shareholders, who own in aggregate 57.06 per cent. of the issued share capital have undertaken irrevocably to vote in favour of the resolutions at the General Meeting.
Certain of the Directors of the Company, together with certain existing shareholders, have indicated an intention to participate in the Placing.
Highlights:
· Proposed placing of approximately £1.23 million before expenses at price of 10 pence per share.
· Existing shareholders are expected to subscribe for 94.61 per cent. of the placing
· Placing being conducted through an ABB which will open with immediate effect following this announcement and is intended to close as soon practicable thereafter
· Proceeds are to be used to accelerate the Company's growth plans, help facilitate a move to a more modern Central London offices in Q1/Q2 2018, as well as for working capital purposes
· The Placing Price represents a discount of approximately 9.09 per cent. to the closing mid-market price of the Company's existing ordinary shares of 11p on 28 September 2017
· Placing Shares, assuming full take-up, will represent approximately 29.4 per cent. of the Company's existing issued share capital
· A search process for a new CFO is in its advanced stage and an offer has been extended to a candidate to replace James Webber
· Further details of the Placing are set out in the appendix to this announcement
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2017
Announcement of the Placing 29 September
Publication of Circular 29 September
Latest time and date for receipt of Forms of Proxy 10:00 am on 15 October
General Meeting * 10:00 am on 17 October
Admission to trading on AIM effective and dealings commence in the 8:00 am on 18 October
Placing Shares
Despatch of definitive share certificates for Placing Shares 25 October
*Being 14 clear days notice, the minimum possible under the Companies Act 2006
Each of the times and dates above are indicative only and refer to London time and are subject to change. Any such change will be notified by an announcement on a Regulatory Information Service.
Additional information on the Placing is included below. Attention is also drawn to the section headed 'Important Notice' and to the Appendix to this Announcement containing, inter alia, the terms and conditions of the Placing (representing important information for Placees only). The number of Placing Shares to be issued in connection with the Placing will be determined by WH Ireland at the close of the ABB process, and the results of the Placing will be announced as soon as practicable thereafter. The timing of the closing of the book, pricing and allocations is at the absolute discretion of WH Ireland.
Terms used but not defined in this Announcement shall have the meanings given to such terms in the Definitions section of the Appendix to this Announcement.
For further information, please contact:
|
Norman Broadbent plc Mike Brennan / Frank Carter |
020 7484 0000 |
|
WH Ireland Limited Paul Shackleton / Jessica Cave / Alex Bond |
0207 220 1666 |
For further information visit www.normanbroadbent.com
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Important Notice
MAR became effective from 3 July 2016. Market soundings, as defined in MAR, were taken in respect of the Placing with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
This Announcement does not constitute a prospectus for the purposes of the Prospectus Rules of the Financial Conduct Authority, nor does it comprise an admission document prepared in accordance with the AIM Rules. Accordingly, this Announcement has not been approved by or filed with the Financial Conduct Authority.
This Announcement must not be distributed to a US Person (as such term is defined in Rule 902 of Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")) or within or into the United States, Canada, Japan, South Africa, the Republic of Ireland or Australia. The Ordinary Shares have not been and will not be registered under the Securities Act, and may not be offered or sold or subscribed, directly or indirectly, within the United States, Canada, Japan, South Africa, the Republic of Ireland or Australia or to or by any US Person or any national, resident or citizen of Canada, Japan, the Republic of South Africa, the Republic of Ireland or Australia or any corporation, partnership or other entity created or organised under the laws thereof.
WH Ireland Limited (''WH Ireland'') which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sole bookrunner and nominated adviser to the Company and no-one else in connection with the Placing. WH Ireland will not regard any other person (whether or not a recipient of this Announcement) as its client or be responsible to any other person for providing the protections afforded to clients of WH Ireland nor for providing advice in relation to the transactions and arrangements described in this Announcement. WH Ireland is not making any representation or warranty, express or implied, as to the contents of this Announcement. WH Ireland has not approved the contents of, or any part of, this Announcement and no liability whatsoever is accepted by WH Ireland for the accuracy of any information or opinions contained in this Announcement or for the omission of any information from this Announcement.
Forward Looking Statements
This Announcement contains forward-looking statements. These statements relate to the Company's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as "potential", "estimate", "expect", "may", "will" or the negative of those, variations or comparable expressions, including references to assumptions. The forward-looking statements in this Announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of this Announcement. No statement in this Announcement is intended to constitute a profit forecast or profit estimate for any period. Neither the Directors nor the Company undertake any obligation to update forward-looking statements or risk factors other than as required by the AIM Rules or by the rules of any other securities regulatory authority, whether as a result of new information, future events or otherwise.
Past performance is not a guide to future performance.
Proposed Placing and Notice of General Meeting.
1. Introduction
The Company intends to raise approximately £1.23 million (before expenses) through the Placing. It is intended that the Placing Price will be 10 pence per Placing Share.
2. Background to and reasons for the Placing
Norman Broadbent is a provider of Talent Acquisition & Advisory Services, comprising Board and Executive Search, Interim Management, Research & Insight, Leadership Consulting & Assessment, and executive-level Recruitment Solutions. In recent years, the Company and its subsidiaries (collectively the "Company") has undergone a period of strategic refocusing and restructuring.
Following the appointment of Mike Brennan in April 2016, the Board carried out a review of each business within the group, the services it provided and those who delivered them. This review focused on defining the Company's portfolio of brands and services, and examined how the Company's brands can develop complementary business practices, synergies and create cross selling opportunities.
The Company raised £2.3m of new equity (before expenses) in September 2016, following which the business was significantly restructured in line with the review.
In August 2017,the Company announced that it had raised £300,000 through the issue of a secured loan note to MI Downing UK Micro Cap Growth Fund to be used for working capital purposes.
The Company's Interim results for the 6 months to 30 June 2017 announced a group loss before tax of £679,000. This a significant reduction on the prior 6 months and reflects the ongoing restructuring. A summary of the results are set out in section 4 below.
Opportunities for the Group
The Board intends to continue to pursue the opportunities to invest in future growth and build shareholder value by:
· promoting innovation and broadening the Company's portfolio of complimentary service offerings
· investing in the growth of the Company's interim management business and "NB:Solutions"
· scaling and strengthening the core Norman Broadbent Board and Executive Search business
· encouraging continued cross selling of services
· scaling Norman Broadbent Consulting
· the provision of Research & Insight services
· improving margins
· building long-term contracted recurring revenue streams via "Norman Broadbent Interim"
The Board believes that the Norman Broadbent Executive Search business, as well as being the current primary revenue generating component of the Company's business, gives the Company strategic access to key recruitment decision makers, which can be used to pursue cross selling opportunities, and has the potential to capture a greater proportion of recruitment-related market share within key clients.
In particular the Board considers that "NB:Solutions" and "Norman Broadbent Interim" have the potential to leverage those key client relationships as part of its growth strategy.
Growth strategy and growth assumptions
Since Mike Brennan joined as Company Chief Executive Officer, the Company has been pursuing a near-term strategy, which has led to the following:
· Key business leaders now in place across all NB brands
· More rigorous hiring process
· Noticeable increase in cross-selling from 2016
· Key staff retention initiatives such as the EMI scheme
· A stronger series of propositions and greater innovation
The purpose of the Placing is to provide the resources to enable the Company to build on this consolidation phase and move to a medium-term strategy focused on growth, involving the following:
· Scaling all businesses, especially NBI & NB:Solutions
· Strategically and selectively grow NBES
· Continuing to diversify Group revenue streams
· Seeking out new Partnership opportunities
· Continuing promoting cross-selling
· Becoming self funding
The Board's intention is that this will be an organic growth strategy. Whilst the Board may consider smaller acquisition opportunities, at this stage, large scale acquisitions are not considered to be a core element of the strategy.
The Board currently intends for the majority of the net proceeds of the Placing to be used for the hiring of additional fee earners, working capital including facilitating the relocation of its offices to a more effective site.
Fee earners are expected to be hired across the Norman Broadbent Executive Search, "NB:Solutions" and "Norman Broadbent Interim" divisions over the next two and a half years, with a view to having a Company headcount of approximately 39 fee earning consultants by the second quarter of 2019. One further fee earner is expected to be recruited into Norman Broadbent Consulting.
In addition, an important element in the growth strategy will be the selective introduction of The Norman Broadbent Partnership Programme (see below). The aim of this partnership programme is to attract business builders and promote talent acquisition across all of the Company's brands through their participation in equity stakes in newly incorporated subsidiaries.
If the strategies can be successfully implemented, the Board believes that the Company has the potential for the Norman Broadbent brand to be further strengthened and its value increased by the creation of greater levels of long-term contracted recurring revenue in the interim business and leveraging cross-selling opportunities.
Having considered a number of assumptions the Board currently has a reasonable belief that, through the growth strategy as outlined above, the Company has the potential to generate Net Fee Income of approximately £10.7m by 2019, comprising a mix of 'annuity', contract and permanent revenue. However any future level of Net Fee Income will be determined by a number of factors out of the Directors' control, including the ability of the Company to find suitable candidates as part of its proposed growth strategy, the ability of the Company to train and retain such candidates and the political and economic impact of external factors such as Brexit". Accordingly, this should be considered to be a target which the Directors have set for the business and is not a profit forecast. Investors should not rely on this figure when evaluating the business.
The Norman Broadbent partnership programme
Where appropriate the Board intends to utilise a partnership model to attract and retain senior consultants who are capable of building and leading sustainable businesses within the Company, with a view to creating long-term Shareholder value for the Company. This partnership programme would involve a small number of partners being issued with meaningful minority stakes in newly incorporated Company subsidiaries focused on key strategic markets, sectors and service offerings. It is intended that an appropriate investment in headcount would follow based on an agreed business plan for each subsidiary.
Relocation of offices
The Company intends to move offices next year, which is expected to result in an annual saving of £200,000 per annum due to a reduction of rent. However, it is expected that there will be a temporary short-term cash outflow resulting from the payment of a deposit on the new offices required before the return of the deposit on the old office. It is expected that some of the proceeds will be used to fund this gap.
Working capital
The Directors continue to monitor and manage the Company's working capital very carefully. The Company's internal growth forecasts are based on the ability to hire additional fee earning staff across the group and should the Company raise less funds through the Placing than expected the scale of hiring will be managed more prudently in order to manage working capital. The Placing is conditional on a minimum of £1.1m being raised.
Offer extended to new CFO
Following the announcement of James Webber's departure on 22 August 2017, an offer has been made to a candidate to replace Mr Webber.
3. Use of Proceeds
The Company intends that the net proceeds of the Placing will be predominantly used to:
· Scale the business
· Strengthen the working capital position
· Provide a bridge for the deposit during the property move
· Seek out new partnership opportunities
4. Current trading and prospects
The Company has released interim results for the six months ending 30 June 2017; highlights include:
· Phase 1 of the turnaround completed
· Completed hire of new Senior Leadership Team
· New hires ahead of plan
· Gary Browning appointed as a Senior Advisor to the Board
· Loss significantly lower (42 per cent.) than the previous six month period
· H1 2017 underlying trends positive
· Phase 2 of the turnaround underway
5. Director and Substantial Shareholder participation and related party transactions
Director participation
As part of the Placing, certain Directors have confirmed their intention to subscribe for Placing Shares at the Placing Price. Details of the Placing Shares for which the Directors will be subscribing are displayed below:
|
Director |
Number of Ordinary Shares held before the Placing |
Percentage of current issued Ordinary Share capital |
Number of Placing Shares to be subscribed for as part of the Placing |
|
Mike Brennan |
666,315 |
1.6% |
250,000 |
|
Frank Carter |
157,894 |
0.38% |
50,000 |
|
Brian Stephens |
117,955 |
0.28% |
50,000 |
Following their subscriptions for Placing Shares, the shareholdings of the Directors at Admission are expected to be as follows:
|
Director |
Number of Ordinary Shares held before the Placing |
Percentage of current issued Ordinary Share capital |
Number of Ordinary Shares held on Admission |
Percentage of enlarged Ordinary Share Capital |
|
Mike Brennan |
666,315 |
1.6% |
916,315 |
1.70% |
|
Frank Carter |
157,894 |
0.38% |
207,894 |
0.39% |
|
Brian Stephens |
117,955 |
0.28% |
167,955 |
0.31% |
|
James Webber |
145,263 |
0.35% |
145,263 |
0.27% |
Related party transactions
The following Substantial Shareholders, (as defined by the AIM Rules) intend to participate in the Placing as follows:
|
Existing Substantial Shareholder |
Number of Ordinary Shares held before the Placing |
Percentage of current issued Ordinary Share capital |
Number of Placing Shares to be subscribed for as part of the Placing |
Number of Ordinary Shares held on Admission |
Percentage of enlarged Ordinary Share capital |
|
Downing LLP |
10,528,003 |
25.29% |
3,799,500 |
14,327,503.00 |
26.59% |
|
Ennismore Fund Management Limited |
7,453,992 |
17.9% |
2,192,750 |
9,646,742.00 |
17.90% |
|
Moulton Goodies Limited |
6,066,739 |
14.57% |
2,000,000 |
8,066,739.00 |
14.97% |
|
Pierce Augustan Casey |
5,775,005 |
13.90% |
500,000 |
6,275,005.00 |
11.65% |
Those Substantial Shareholders participating in the Placing, if confirmed, will be classified as related parties under the AIM Rules. The directors of the Board considers having consulted with WH Ireland as the Company's nominated adviser, that the terms of this transaction are fair and reasonable insofar as the Company's shareholders are concerned.
6. Notice of General Meeting
Shareholders will find set out in the Circular a notice convening the General Meeting to be held at 10:00 a.m. on 17 October.
The Resolutions to be proposed at the General Meeting are as follows:
1. an ordinary resolution to give the Directors' general authority, pursuant to section 551 of the Companies Act 2006, to allot equity securities of an aggregate nominal amount of £122,522.50 (being equal to 12,252,250 Ordinary Shares pursuant to the Placing); and
2. a special resolution, pursuant to section 570 of the Companies Act 2006, to empower the Directors to disapply statutory pre-emption rights over equity securities provided that this authority and power shall be limited to the allotment, in aggregate of 12,252,250 Ordinary Shares in connection with the Placing.
7. Irrevocable undertakings
The Directors have irrevocably undertaken to vote in favour of the Resolutions in respect of their aggregate beneficial holdings of 1,087,427 Ordinary Shares representing approximately 2.61 per cent. of the Existing Ordinary Shares.
In addition, Downing LLP, Ennismore Fund Management Limited and Pierce Casey have irrevocably undertaken to vote in favour of the Resolutions in respect of their aggregate beneficial holdings of 23,757,000 Ordinary Shares representing approximately 57.06 per cent. of the Existing Ordinary Shares.
8. Admission, Settlement and CREST
Application will be made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM. It is expected that Admission of the Placing Shares will become effective at 8.00 a.m. on 18 October 2017 and that dealings in the Placing Shares will commence at that time.
The Company's Articles of Association permit the Company to issue shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities to be held in electronic rather than paper form. The Ordinary Shares are already admitted to CREST and therefore the Placing Shares will also be eligible for settlement in CREST.
9. Directors' recommendation
The Directors consider the passing of the Resolutions and the completion of the Proposals to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that all Shareholders vote in favour of the Resolutions.
APPENDIX - IMPORTANT INFORMATION FOR PLACEES ONLY
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION 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 PERSONS SELECTED BY WH IRELAND WHO FALL WITHIN THE DESCRIPTION THAT, IF THEY WERE CLIENTS OF WH IRELAND, COULD BE CATEGORISED AS A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK AND THEREFORE FALL WITHIN THE PROVISIONS OF POINT (1) OF SECTION (I) OF ANNEX (II) TO THE MARKETS IN FINANCIAL INSTRUMENTS DIRECTIVE (2014/65) AND FURTHERMORE, WHO ARE: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY WH IRELAND, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); 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.
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 SUCH JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE PRICE OF ORDINARY 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 ORDINARY SHARES.
Definitions
The following definitions apply in this Announcement, unless the context otherwise:
|
"Admission" |
admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules; |
|
"AIM" |
the AIM market operated and regulated by the London Stock Exchange plc; |
|
"AIM Rules" |
the rules for AIM companies and their AIM advisers, as published from time to time by the London Stock Exchange in relation to AIM traded securities; |
|
"Announcement" |
the Company's regulatory announcement (set out above) of the Placing, together with this Appendix; |
|
"Company" |
Norman Broadbent plc a public limited company registered in England and Wales with registration number 318267; |
|
"CREST" |
the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form; |
|
"EEA" |
European Economic Area; |
|
"FCA" |
the Financial Conduct Authority; |
|
"FSMA" |
the Financial Services and Markets Act 200 (as amended); |
|
"Group" |
the group comprising the Company and its subsidiary undertakings; |
|
"London Stock Exchange" |
the London Stock Exchange plc; |
|
"Long Stop Date" |
the latest date for Admission, being 31 October 2017; |
|
"MAR" |
Market Abuse Regulation EU No 596/2014; |
|
"Ordinary Shares" |
the ordinary shares of 1 penny each in the capital of the Company; |
|
"Placee" |
any Relevant Person who is or becomes committed on a conditional basis to subscribe for Placing Shares under the Placing; |
|
"Placing" |
the proposed placing of the Placing Shares at the Placing Price by WH Ireland pursuant to the Placing Agreement; |
|
"Placing Agreement" |
the conditional placing agreement relating to the Placing entered into between the Company and WH Ireland; |
|
"Placing Price" |
10 pence per Placing Share, being the fixed price at which each Placing Share is to be made available for subscription under the Placing; |
|
"Placing Shares" |
the 12,252,250 Ordinary Shares to be issued pursuant to the Placing; |
|
"Prospectus Rules" |
the prospectus rules of the FCA; |
|
"Resolutions" |
the resolutions to be set out in the notice of general meeting of the shareholders of the Company for the purposes of approving the issue and allotment of the Placing Shares; |
|
"United States" |
the United States of America; and |
|
"WH Ireland" |
WH Ireland Limited of 24 Martin Lane, London EC4R 0DR. |
References to "£", "pence" and "p" are to British pounds and pence sterling, the currency of the United Kingdom.
These terms and conditions apply to persons making an offer to acquire Placing Shares. Each Placee to whom these terms and conditions apply, as described above, who confirms its agreement, either orally or in writing, to WH Ireland to acquire Placing Shares hereby agrees with WH Ireland and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if WH Ireland 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 acquire 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.
This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, to persons in the United States, Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland, New Zealand or in any jurisdiction in which such publication or distribution would be unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions on transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States.
No clearances or filings have not been, nor will they be, obtained or made from the relevant securities regulatory authority of any province or territory of Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland or New Zealand, and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland or New Zealand. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland, New Zealand or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.
Details of the Placing Agreement and the Placing Shares
WH Ireland has entered into the Placing Agreement with the Company under which WH Ireland has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares. It is expected that the Placing will raise approximately £1.23 million in gross proceeds at the Placing Price with approximately 12,252,250 Placing Shares expected to be placed. The Placing is not being underwritten by WH Ireland or any other person.
The number of Placing Shares will be determined following completion of the ABB as set out in this Announcement.
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 issued Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under the TIDM: AIM:NBB, with ISIN: GB00B3VF4Y66.
Bookbuild
WH Ireland will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees at the Placing Price. This Appendix 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.
WH Ireland and the Company shall be entitled to effect the Placing by such alternative method to the ABB as they may, in their sole discretion, determine.
Application for Admission
Application will be made to London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective on or around 8.00 a.m. on 18 October 2017 and that dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. WH Ireland is arranging the Placing as agent for, and broker of, the Company.
2. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by WH Ireland. WH Ireland is entitled to participate in the Placing as principal.
3. The ABB will establish the number of Placing Shares to be issued at the Placing Price, which will be agreed between WH Ireland and the Company following completion of the ABB. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the ABB.
4. To bid in the ABB, Placees should communicate their bid by telephone to their usual contact at WH Ireland Corporate & Institutional Broking. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for or purchase at the Placing Price. Bids may be scaled down by WH Ireland on the basis referred to in paragraph 8 below.
5. The closing of the ABB is intended to be at 7.30 a.m. on the date of this Announcement. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion and WH Ireland reserves the right to extend the time for closing of the ABB.
6. Each Placee's allocation will be confirmed to Placees orally, or by email, by WH Ireland following the close of the ABB and a trade confirmation or contract note will be dispatched as soon as practicable thereafter. WH Ireland's oral or emailed confirmation will give rise to an irrevocable, legally binding commitment by the person to which it is given (who at that point becomes a Placee), in favour of WH Ireland and the Company, under which that person 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 Appendix and in accordance with the Company's articles of association. Except with WH Ireland's consent, such commitment will not be capable of variation or revocation.
7. The Company will make a further announcement following the close of the ABB detailing the number of Placing Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, WH Ireland may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. WH Ireland may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.
9. A bid in the ABB will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with WH Ireland's consent will not be capable of variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or other announcement will be made by WH Ireland 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. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
12. All obligations of WH Ireland under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate the Placing Agreement".
13. By participating in the Placing, each Placee agrees 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.
14. To the fullest extent permissible by law and the applicable rules of the FCA, neither WH Ireland nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise and 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 WH Ireland and its affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither WH Ireland nor any of its affiliates shall have any liability (or, to the extent permissible by law, any fiduciary duties) in respect of WH Ireland's conduct of the Placing.
Conditions of the Placing
WH Ireland's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:
(a) any of the warranties given in the Placing Agreement not being true or accurate or being misleading at any time between the date of the Placing Agreement and Admission and no fact or circumstance having arisen which would render any of those warranties untrue or inaccurate or misleading in any material respect if it was repeated as at Admission;
(b) the gross proceeds of the Placing being at least £1.1 million;
(c) the passing of the Resolutions (without amendment) by 17 October 2017 or such later time as may be agreed between the Company and WHI, not being later than the Long Stop Date
(d) the Company allotting the Placing Shares prior to and conditional only on Admission, in accordance with the terms of the Placing Agreement;
(e) Admission taking place not later than 8.00 a.m. on 18 October 2017 (or such later time or date as the Company and WH Ireland may agree, not being later than 8.00 a.m. on the Long Stop Date); and
(f) the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by WH Ireland by the respective time or date where specified (or such later time or date as WH Ireland may agree in writing with the Company, not being later than 8.00 a.m. on the Long Stop Date); (ii) any of such conditions becomes incapable of being satisfied; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
WH Ireland may, at its discretion and upon such terms as it thinks fit, waive, or 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 above condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither WH Ireland 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 WH Ireland and the Company.
Right to terminate the Placing Agreement
WH Ireland is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:
(a) a material breach by the Company of any of its obligations under the Placing Agreement and such breach is considered by WH Ireland to be material and adverse in the context of the Placing;
(b) any of the warranties given in the Placing Agreement not being true and accurate or being misleading, in each case in a way that is material in the context of the Placing in the opinion of WH Ireland; or
(c) the occurrence of a specified force majeure event, which WHIL in its reasonable opinion considers to be likely to have an adverse effect on the financial or trading position or the business or prospects of the Group which is material in the context of Group as a whole, or which renders the Placing impracticable or inadvisable.
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 WH Ireland of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of WH Ireland and WH Ireland need not make any reference to Placees and that neither WH Ireland nor any of its affiliates shall have any liability to Placees whatsoever in connection with any such 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 in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information").
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or WH Ireland or any other person and neither WH Ireland, 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 Placee 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 WH Ireland, the Company, or their respective officers, directors, 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 WH Ireland are making any undertaking or giving any 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
Following the close of the ABB, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with WH Ireland, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee (in GBP) and a form of confirmation in relation to settlement instructions.
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 WH Ireland in accordance with the standing CREST settlement instructions which they have in place with WH Ireland.
Settlement of transactions in the Placing Shares (ISIN:GB00B3VF4Y66) following Admission will take place within CREST provided that, subject to certain exceptions, WH Ireland reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that 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 will be on 18 October 2017 in accordance with the instructions set out in the form of confirmation.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR.
Each Placee is deemed to agree that, if it does not comply with these obligations, WH Ireland may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for WH Ireland's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify WH Ireland 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 WH Ireland such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which WH Ireland lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the 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 WH Ireland 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) makes the following irrevocable representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to WH Ireland (for itself and on behalf of the Company):
1. that it has read and understood this Announcement, including the Appendix, in its entirety and that its subscription for or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
2. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
3. that the exercise by WH Ireland of any right or discretion under the Placing Agreement shall be within the absolute discretion of WH Ireland and WH Ireland does not need to 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 or discretion and each Placee agrees that it has no rights against WH Ireland or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only agreement between it, WH Ireland and the Company in relation to its participation in the Placing and supersede 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 or 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 and the Exchange Information. Each Placee agrees that neither the Company nor WH Ireland nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
5. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (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 European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of WH Ireland 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 other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect WH Ireland to have any duties or responsibilities to it or 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 WH Ireland is not acting for it or its clients, and that WH Ireland will not be responsible for providing the protections afforded to customers of WH Ireland or for providing advice in respect of the transactions described herein;
7. that it is: (i) unless otherwise agreed in writing with WH Ireland, located outside the United States and is not a US person as defined in Regulation S under the Securities Act ("Regulation S") and is subscribing for and/or purchasing the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the Securities Act;
8. that the Placing Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and that, subject to certain exceptions, the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States;
9. that, unless specifically agreed with WH Ireland, 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 is or 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, or in a transaction not subject to, 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;
10. that it is not a national or resident of Australia, Canada, Japan, South Africa, Ireland, New Zealand or or a corporation, partnership or other entity organised under the laws of Australia, Canada, Japan, the Republic of South Africa, the Republic or Ireland or New Zealand and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Australia, Canada, Japan, the Republic of South Africa or or to or for the benefit of any person resident in Canada, Australia, Japan, the Republic of South Africa, the Republic or Ireland or New Zealand and each Placee acknowledges that no clearances or filings have been, nor will they be, obtained or made from the relevant securities regulatory authority of any province or territory of Canada, Australia, Japan, the Republic South Africa, the Republic of Ireland or New Zealand and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Australia, Canada, Japan, the Republic South Africa, the Republic of Ireland or New Zealand;
11. that 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;
12. that 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 or to any US persons (as that term is defined in Regulation S);
13. that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws 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 WH Ireland or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
14. that 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 under the Placing;
15. that 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 the Announcement of which it forms part; and (c) to receive on its behalf any confirmation, contract note or investment letter relating to the Placing in the form provided to it by WH Ireland;
16. that 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 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, 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;
17. that, unless otherwise agreed by WH Ireland, it is a qualified investor (as defined in section 86(7) of FSMA;
18. that, unless otherwise agreed by WH Ireland, 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;
19. 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;
20. that any money held in an account with each of WH Ireland (or its nominee) on its behalf and/or any person acting on WH Ireland's behalf will not be treated as client money within the meaning of the 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 WH Ireland's (or its nominee's) or such person's money in accordance with such client money rules and will be used by WH Ireland or such person in the course of its own business and each Placee will rank only as a general creditor of WH Ireland or such person;
21. that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
22. that 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;
23. that it is not relying on any representations or warranties or agreements by the Company or WH Ireland or by any of their respective directors, employees or agents or any other person except as set out in the express terms of this Announcement;
24. that 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 becomes effective;
25. that it appoints irrevocably any director of WH Ireland 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 the Placing Shares or to deliver its Placing Shares into CREST;
26. that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;
27. that this Announcement does not constitute a securities recommendation or financial product advice and that neither WH Ireland nor the Company has considered its particular objectives, financial situation and needs;
28. that it is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
29. that it will indemnify and hold the Company and WH Ireland and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, confirmations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and WH Ireland will rely on the truth and accuracy of the representations, confirmations, warranties, acknowledgements, agreements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify WH Ireland and the Company. All representations, confirmations, warranties, acknowledgements, agreements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to WH Ireland for itself and on behalf of the Company and will survive completion of the Placing and Admission;
30. that time shall be of the essence as regards obligations pursuant to this Appendix;
31. that it is responsible for obtaining any legal, 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 WH Ireland to provide any legal, tax or other advice to it;
32. that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that WH Ireland shall notify it of such amendments;
33. that (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 Regulations 2007 and 2017 and (iii) it is not a person: (a) with whom transactions are prohibited under the United States Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the 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 it has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription or purchase, and it will provide promptly to WH Ireland such evidence, if any, as to the identity or location or legal status of any person which WH Ireland 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 WH Ireland 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 WH Ireland may decide in its absolute discretion;
34. 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 Rules;
35. 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 (as to which it has the authority to make the statements set out herein) 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 to any Placing Shares; save that 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;
36. 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 or agreement, 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 WH Ireland in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
37. that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to WH Ireland;
38. that WH Ireland owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
39. that WH Ireland 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;
40. that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares; and
41. that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting its invitation to participate in the Placing.
The Company and WH Ireland and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements, agreements and undertakings which are given to WH Ireland for itself and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by WH Ireland.
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 WH Ireland 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 WH Ireland in the event that either of the Company and/or WH Ireland has 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 WH Ireland 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.
All times and dates in this Announcement (including this Appendix) may be subject to amendment. WH Ireland shall notify the Placees and any person acting on behalf of a Placee of any changes.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation, warranty or undertaking express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by WH Ireland 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 therefor is expressly disclaimed.
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