Acquisition and Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
Renew Holdings plc
("Renew", the "Company" and the "Group")
Acquisition and Placing
Materially earnings enhancing acquisition of QTS Group Ltd to complement existing rail infrastructure business for £80m
Placing to raise £45m, to part fund acquisition
Renew Holdings plc (AIM: RNWH), the Engineering Services Group supporting UK infrastructure, announces the proposed acquisition of 100% of the issued share capital of QTS Group Limited ("QTS"), a leading specialist independent rail contractor based in Scotland (the "Acquisition"), for a cash consideration of £80m (the "Consideration"). The Group also announces a placing to raise gross proceeds of £45m (the "Placing") to part-fund the Acquisition.
Acquisition Highlights & Rationale
· QTS is an excellent fit with Renew's established and proven acquisition strategy
· QTS has a longstanding relationship with Network Rail, operating under long-term framework positions, and is well positioned for Control Period 6 where Network Rail's spending will focus on renewal and maintenance
· The Acquisition will increase Renew's market share, footprint and specialist positioning in the Rail market, a market with high barriers to entry
· Adds complementary services to the existing Group's Rail offering
· Builds on Renew's established and proven strategy to grow through selective acquisitions of businesses with a focus on non-discretionary operational expenditure
· The Acquisition and Placing are expected to be materially earnings enhancing; the return on investment is expected to comfortably exceed Renew's cost of capital
· Completion of the Acquisition will occur on 10 May 2018, following completion of the Placing
The Placing
Numis, on behalf of Renew, has placed 12,676,056 new ordinary shares of 10 pence each ("Ordinary Shares") at a price of 355 pence per share with new and existing investors, raising £45.0m (approximately £43.4m net of placing costs) and representing approximately 20% of the Company's existing issued share capital (the "Placing Shares").
The net proceeds of the Placing will be used to fund part of the Consideration, with the balance of the Consideration (plus associated transaction costs) to be funded from new debt facilities provided by Renew's existing lending bank HSBC, comprising a £35m four year term loan, £20m revolving capital facility and £10m overdraft facility, which together replace all existing debt facilities.
The Placing will allow the Group to maintain a strong balance sheet with a conservative gearing level, in line with its strategy. On a pro forma enlarged Group basis (aggregating Renew's Sep-17 annual results and QTS' Mar-18 annual results), Renew's net debt will represent less than one times historic EBITDA.
All of the directors of the Company will subscribe for Placing Shares in the Placing. Further details are included below.
Paul Scott, CEO of Renew, commented:
"We are delighted to welcome the management and staff of QTS to the Renew group. This is a very complementary and earnings enhancing acquisition that aligns with our established and proven strategy, strengthening our position in the UK infrastructure market. QTS has grown to become a leading and well respected brand in the Rail sector and we very much look forward to supporting its ambition for continued growth including opportunities via collaboration across our expanded range of services in this sector."
Alan McLeish, Managing Director of QTS, commented:
"QTS is delighted to be joining the Renew Group and we very much look forward to the future as part of a larger group. The transaction will provide opportunities to expand our market share and benefit from the synergies with their existing successful brands working in highly regulated sectors. It was important to attract an owner with relevant expertise to support our growth ambitions without compromise to customer service or staff loyalty, the Renew business model fits perfectly with these aspirations."
For further information, contact:
|
Renew Holdings plc Paul Scott, Chief Executive Sean Wyndham-Quin, Group Finance Director
|
Contact via Walbrook PR |
|
Numis Stuart Skinner / Kevin Cruickshank (Nominated Adviser) Michael Burke (Corporate Broker)
|
020 7260 1000 |
|
Walbrook PR Paul McManus Lianne Cawthorne |
020 7933 8780 or renew@walbrookpr.com Mob: 07980 541 893 Mob: 07584 391 303 |
About Renew Holdings plc
Engineering Services, which accounts for over 80% of Group revenue and 90% of operating profit, focuses on the key markets of Energy (including Nuclear), Environmental and Infrastructure, which are largely governed by regulation and benefit from non-discretionary spend with long-term visibility of committed funding.
Specialist Building focuses on the High Quality Residential market in London and the Home Counties.
For more information please visit the Renew Holdings plc website: www.renewholdings.com
This announcement contains inside information which is disclosed in accordance with the Market Abuse Regulation which came into effect on 3 July 2016.
This Announcement includes statements, estimates, opinions and projections with respect to anticipated future performance of the Group and/or the enlarged Group ("forward-looking statements") which reflect various assumptions concerning anticipated results taken from the Group's and/or the enlarged Group's current business plan or from public sources which may or may not prove to be correct. These forward looking statements can be identified by the use of forward looking terminology, including the terms "anticipates", "target", "believes", "estimates", "expects", "intends", "may", "plans", "projects", "should" or "will", or, in each case, their negative or other variations or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements reflect current expectations based on the current business plan and various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. As a result, prospective investors should not rely on such forward-looking statements due to the inherent uncertainty therein. No representation or warranty is given as to the completeness or accuracy of the forward-looking statements contained in this announcement. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Information on QTS
Headquartered in Drumclog, Scotland, and with eight operational bases across the UK, QTS is a specialist independent rail contractor, providing services to the Rail sector with a focus on non-discretionary operational expenditure that is driven by regulation. QTS was founded in 1992 by Alan McLeish, and prior to the Acquisition QTS remains primarily owned by Mr McLeish and his family. The business has a directly employed workforce of over 300, which is supplemented through the use of contractors as demand dictates - a very similar operating model to Renew.
Services provided by QTS include Civil Asset Management, Geotechnical and Earthworks, Fencing, Devegetation, Drainage, Specialist Plant Hire and Training. In the financial year ended 31 March 2018, over 90% of QTS' revenue was ultimately derived from Network Rail, with services predominantly underpinned by long term framework positions. Importantly, and in line with Renew's own operating model, QTS work is undertaken through non-discretionary operating expenditure budgets. QTS also enjoys high barriers to entry in its chosen markets, through (i) its owned specialist RRV plant fleet, (ii) Network Rail accreditations, and (iii) the qualifications and relationships of its directly employed workforce.
The experienced and strong operational management team of QTS are being retained to continue to drive the business forward under Renew's ownership. In line with Renew's operating model, the QTS brand will be retained and the business will operate as a standalone subsidiary, with Group oversight and support.
The summarised financial history of QTS is set out below. This illustrates some of the key financial attractions of the business, including a higher profit margin than Renew, strong cash generation, and good profit growth:
|
£m |
Year to 31 March 2016 |
Year to 31 March 2017 |
Year to 31 March 2018* |
|
Revenue |
70.9 |
71.9 |
69.6 |
|
Gross profit |
14.8 |
17.5 |
19.8 |
|
Adjusted EBITDA |
8.0 |
11.7 |
12.0 |
|
Adjusted Operating profit |
5.4 |
8.9 |
9.2 |
|
Free cashflow |
3.8 |
7.2 |
10.0 |
|
Gross profit % |
20.9% |
24.3% |
28.4% |
|
Adjusted EBITDA % |
11.3% |
16.3% |
17.2% |
|
Adjusted operating profit % |
7.6% |
12.4% |
13.2% |
|
EBITDA to FCF conversion % |
47.7% |
61.4% |
83.3% |
* Renew estimates based on 10 months' actual and 2 months' forecast for the YE 31 March 2018, extracted from vendor due diligence report and based on unaudited management accounts prepared by QTS management and QTS management forecasts incorporating conservative adjustments for integration into Renew model.
Strategic Fit
The Acquisition is in line with Renew's model of complementing organic growth with selective acquisitions that meet its established strategy:
· Be a key provider of engineering services in our target markets - QTS provides renewal and maintenance engineering services to the Rail sector
· To focus on asset support, maintenance and renewals programmes with non‑discretionary funding - QTS maintenance operations undertaken primarily through Network Rail's non-discretionary operational expenditure budget
· To expand our direct delivery model through strong local brands - QTS employs a direct delivery model, and its brand is well established in the UK Rail market
· To establish long-term relationships through responsiveness to clients' needs - QTS has worked on the rail network for over 25 years and is able to respond to events across the rail network
· To continue to deliver organic growth combined with selective complementary acquisitions - QTS fulfils Renew's acquisition criteria, and the combined capabilities broaden the enlarged Group's service offering.
Spending under Control Period 6 (2019-2024) will increase by 17% to £48bn (CP5 (2014-2019): £41bn), but importantly within this, operations, maintenance, support and renewals will rise by approximately 25% (source: Network Rail). Therefore the Acquisition positions the enlarged Group well to seek to maximise the opportunities available to it under CP6.
The Acquisition and Placing are expected to be materially earnings enhancing.
Directors' participation
The Company has received notifications each of the directors of their intention to subscribe for new ordinary shares under the Placing of the amounts set out below:
|
Director |
Interest in Ordinary Shares |
Aggregate value of Ordinary Shares to be acquired (£) |
Number of Ordinary Shares to be acquired |
Interest in Ordinary Shares immediately following the Placing |
Resulting holding of Ordinary Shares as % of enlarged issued share capital (immediately following Admission) |
|
John Bishop |
9,390 |
20,000.70 |
5,634 |
15,024 |
0.02% |
|
David Brown |
- |
24,999.10 |
7,042 |
7,042 |
0.01% |
|
David Forbes |
20,000 |
53,250.00 |
15,000 |
35,000 |
0.05% |
|
Andries Liebenberg |
12,000 |
20,000.70 |
5,634 |
17,634 |
0.02% |
|
Paul Scott |
22,000 |
24,999.10 |
7,042 |
29,042 |
0.04% |
|
Sean Wyndham-Quin |
- |
40,001.40 |
11,268 |
11,268 |
0.01% |
Details of the Placing
The Company has entered into the Placing Agreement with Numis. Under the terms of the Placing Agreement, Numis has placed 12,676,056 new Ordinary Shares, at a price of 355 pence per share with new and existing investors, raising gross proceeds of £45.0m before expenses.
The Placing Shares represent approximately 20.3% of the Company's existing issued Ordinary Share capital and the Placing Price represents a discount of approximately 14.0% to the closing mid-market price of 413 pence per Ordinary Share as at 8 May 2018, being the last practicable date prior to this announcement.
Application has been made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM. Admission is expected to take place at 8.00am on 10 May 2018 and dealings in the Placing Shares will commence at that time. The Company's total issued share capital immediately following Admission will consist of 75,267,507 Ordinary Shares with one voting right per share. The above figure of 75,267,507 Ordinary Shares may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company following Admission.
Your attention is drawn to the detailed terms and conditions of the Placing described in the Appendix to this Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirely (including the Appendix) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT NOTICE ON THE PLACING FOR INVITED PLACEES ONLY
This Announcement (INCLUDING THE APPENDIX) (TOGETHER THE "ANNOUNCEMENT") has been issued by RENEW Holdings plc and is the sole responsibility of RENEW Holdings plc (the "Company"). The information in this Announcement is for background purposes only and does not purport to be full or complete. The material set out herein is for information purposes only and should not be construed as, or form any part of, an offer or invitation of securities for sale, or any invitation to purchase or subscribe for securities in the United States or any other jurisdiction.
The distribution OR PUBLICATION of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. No action has been taken by the Company or Numis Securities LIMITED ("Numis") that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Numis to inform themselves about, and to observe, such restrictions. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE LAW AND REGULATION.
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 the United States, Australia, Canada, Japan 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 Announcement and the terms and conditions contained herein are for information purposes only and are directed only at: (a) persons in member states of the European Economic Area who are qualified investors as defined in section 86(7) of the Financial Services and Markets Act 2000, as amended, ("FSMA") ("Qualified Investors") being persons falling within the meaning of Article 2(1)(e) of the EU Prospectus Directive (which means Directive 2003/71/EC (AS AMENDED) and includes any relevant implementing directive measure in any Member State) (the "Prospectus Directive"); and (b) in the United Kingdom, to Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) fall 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 in (a) or (b) together being referred to as "Relevant Persons").
This Announcement includes statements, estimates, opinions and projections with respect to anticipated future performance of the enlarged Group ("forward-looking statements") which reflect various assumptions concerning anticipated results taken from the group's current business plan or from public sources which may or may not prove to be correct. these forward looking statements can be identified by the use of forward looking terminology, including the terms 'anticipates', 'target', 'believes', 'estimates', 'expects', 'intends', 'may', 'plans', 'projects', 'should' or 'will', or, in each case, their negative or other variations or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements reflect current expectations based on the current business plan and various other assumptions but may be affected by a number of variables which could cause actual results or trends to differ materially, including (but not limited to) any limitations of the Company's internal financial reporting controls; an increase in competition; an unexpected decline in turnover, legislative, fiscal and regulatory developments; and currency and interest rate fluctuations. No forward-looking statement should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. As a result, prospective investors should not rely on such forward-looking statements due to the inherent uncertainty therein. No representation or warranty is given as to the completeness or accuracy of the forward-looking statements contained in this Announcement. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, neither the Company nor Numis assumes any responsibility or obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
This Announcement 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 Announcement and the terms and conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the relevant clearances have not been, and will not be, obtained from the South African Reserve Bank and any other applicable body in the Republic of South Africa 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 or the Republic of South Africa. Accordingly, subject to certain exceptions or unless an exemption under the relevant securities laws is applicable, the Placing Shares may not be offered, sold, resold or delivered, directly or indirectly, in or into the Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and in each case, in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United States.
Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to the Company in relation to the Placing and Admission and is not acting for any other persons in relation to the Placing and Admission. Numis is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis, or for providing advice in relation to the contents of this Announcement or any matter referred to in it. The responsibilities of Numis as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis or by any of its affiliates (within the meaning of Rule 405 under the Securities Act ("Affiliates")), agents or any of such persons' directors, officers or employees or any other person as to the truth, accuracy, completeness or fairness of the written or oral information contained in this Announcement (or whether any information has been omitted from this Announcement) or made available to or publicly available to any interested party or its advisers and no liability whatsoever is accepted by Numis or any of its Affiliates, directors, officers or employees or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or otherwise arising in connection therewith and any liability therefor is expressly disclaimed.
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 such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; 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, Numis 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.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement or this Appendix should seek appropriate advice before taking any action.
This Announcement is for information purposes only and does not itself constitute an offer for sale or subscription of any securities in the Company. Each Placee should consult with its own advisers as to legal, tax, business and related aspects of an investment in Placing Shares.
Certain figures contained in this Announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain circumstances, the sum or percentage contained in this Announcement may not confirm exactly with the total figure given.
Terms defined in this Announcement have the meanings as set out in the end of this Announcement (unless the context requires otherwise).
1. DETAILS OF THE PLACING
1.1 Numis has entered into the Placing Agreement with the Company under which, subject to the terms and conditions contained therein, Numis, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees ("Placees") for the Placing Shares at the Placing Price.
1.2 The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared or made after the date of issue of the Placing Shares.
1.3 The issue of the Placing Shares is to be effected by way of a cashbox placing. The Company and Numis agree to subscribe for limited liability ordinary shares in a new Jersey-incorporated subsidiary of the Company ("JerseyCo"). Payments from Placees pursuant to the Placing must be made directly to Numis. The funds will be used by Numis to subscribe for limited liability redeemable preference shares ("Redeemable Shares") in JerseyCo. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration of Numis transferring its holding of ordinary shares and the Redeemable Shares to the Company. Accordingly, instead of receiving cash as consideration for the issue of Placing Shares, immediately following Admission, the Company will own the entire issued share capital of JerseyCo whose only asset will be its cash reserves, which will represent an amount equal to the net proceeds of the Placing. The Company will be able to use this amount by redeeming the Redeemable Shares and, during any interim period prior to redemption, by procuring that JerseyCo lends the amount to the Company (or any other member of its Group).
1.4 As part of the Placing, the Company has agreed that it will not for a period of 6 months after (but including) Admission, directly or indirectly, issue, offer, sell, lend, mortgage, pledge, contract to sell or issue, grant any option, right or warrant to purchase or otherwise dispose of any Ordinary Shares (or any interest therein or in respect thereof) or other securities of the Company exchangeable for, convertible into or representing the right to receive Ordinary Shares or any substantially similar securities or otherwise enter into any transaction (including derivative transaction) directly or indirectly, permanently or temporarily, to dispose of any Ordinary Shares or undertake any other transaction with the same economic effect as any of the foregoing or announce an offering of Ordinary Shares or any interest therein or to announce publicly any intention to enter into any transaction described above. This agreement is subject to certain customary exceptions and does not prevent the grant or exercise of options under any of the Company's existing share incentives and share option schemes, or following Admission the issue by the Company of any Ordinary Shares upon the exercise of any right or option or the conversion of a security already in existence..
1.5 The Placing Agreement contains customary undertakings and warranties given by the Company to Numis including as to the accuracy of information contained in this Announcement, to matters relating to the Company (and the Group as a whole) and its business and a customary indemnity given by the Company to Numis in respect of liabilities arising out of or in connection with the Placing and Admission.
1.6 The Placing is conditional upon, amongst other things Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms (further details on the conditions of the Placing are set out in paragraph 4 below).
1.7 Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this Announcement and on the terms and conditions contained in it. No admission document for the purposes of the AIM Rules for Companies, or prospectus, is required to be published, or has been or will be published, in relation to the Placing or the Placing Shares.
2. ADMISSION
2.1 Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on the London Stock Exchange's AIM market for listed securities.
2.2 It is expected that Admission will become effective at 8.00 am on 10 May 2018 and that dealings in the Placing Shares will commence at that time.
2.3 Admission is subject to the Placing Agreement becoming unconditional in all respects (save only for Admission) and not being terminated in accordance with its terms.
3. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
3.1 Numis is acting as sole bookrunner and as agent for the Company in connection with the Placing and Admission. Numis is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Numis or for providing advice in relation to the matters described in this Announcement.
3.2 This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
3.3 Participation in the Placing has only been made available to persons who may lawfully be, and have been invited to participate in it, by Numis. Numis and its Affiliates are each entitled, but not obliged, to participate in the Placing as principal.
3.4 The placing price will be a fixed price of 355 pence per Placing Share (the "Placing Price"). No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.
3.5 Each prospective Placee's allocation of Placing Shares will be confirmed to prospective Placees orally by Numis or one of its affiliates, and a contract note will be dispatched as soon as practicable thereafter as evidence of such Placee's allocation and commitment. The terms and conditions of this Appendix will be deemed incorporated into the contract note. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Numis to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.
3.6 An offer to acquire Placing Shares, which has been communicated by a prospective Placee to Numis which has not been withdrawn or revoked prior to publication of this Announcement shall not be capable of withdrawal or revocation immediately following the publication of this Announcement without the consent of Numis.
3.7 Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Numis (as agent for the Company), to pay to it (or as it may direct) in cleared funds immediately on the settlement date in accordance with the registration and settlement requirements set out below an amount equal to the product of the Placing Price and such number of Placing Shares that such Placee has agreed to acquire and the Company has agreed to allot to it.
3.8 Settlement for all Placing Shares to be acquired pursuant to the Placing will be made at the same time, on the basis explained below under "Registration and Settlement".
3.9 All obligations of Numis under the Placing are 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".
3.10 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.
3.11 Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Numis shall not have any liability to the Placees for the failure of the Company to fulfil those obligations.
3.12 To the fullest extent permissible by law and applicable FCA rules, none of Numis nor any of its Affiliates shall have any liability (including, to the fullest extent permissible by law, any fiduciary duties) to Placees (or to any other person whether acting on behalf of a Placee or otherwise) under these terms and conditions. In particular, none of Numis or any of its Affiliates shall have any liability (including, to the fullest extent permissible by law, any fiduciary duties) in respect of Numis' conduct the Placing.
4. CONDITIONS OF THE PLACING
4.1 Numis' obligations under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:
(a) the compliance by the Company with all of its obligations under the Placing Agreement to the extent they are required to be performed on or prior to Admission;
(b) certain publication of Announcement obligations (including with respect to this Announcement);
(c) none of the warranties in the Placing Agreement being untrue or inaccurate or misleading on and as of the date of the Placing Agreement and at all times before Admission by reference to the facts and circumstances then subsisting;
(d) in the opinion of Numis no material adverse effect having occurred since the date of the Placing Agreement;
(e) the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;
(f) the Company having complied (in all material respects) with its obligations under the Acquisition Agreement and Facility Agreement to the extent they fall to be performed before Admission;
(g) each of the Acquisition Agreement, the Facility Agreement, the Option Agreement and the Subscription and Transfer Agreement having become unconditional in all respects, subject only to: (i) Admission and any conditions relating to the Placing Agreement becoming unconditional and not being terminated before Admission; and (ii) in the case of the Acquisition Agreement, to payment of the consideration due on its completion;
(h) the Placing Agreement not having been terminated prior to Admission; and
(i) Admission occurring by 8.00am on 10 May 2018.
4.2 If (i) any condition contained in the Placing Agreement in relation to the Placing Shares is not fulfilled or waived (to the extent capable of being waived) by Numis, by the respective time or date where specified, (ii) any such condition becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in accordance with its terms, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Numis may terminate the Placing Agreement in certain circumstances, details of which are set out in paragraph 5 below.
4.3 Numis may, in 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 condition 4.1(i) above relating to Admission may not be waived. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.
4.4 Numis shall have no liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive (to the extent capable of being waived) or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision it 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 Numis.
4.5 By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing Agreement" below and will not be capable of recission or termination by it.
5. TERMINATION OF THE PLACING AGREEMENT
5.1 Numis is entitled in its absolute discretion, at any time prior to Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including (but not limited to):
(a) the Company is in breach of its obligations under the Placing Agreement, Option Agreement or the Subscription and Transfer Agreement; or
(b) any warranty given by the Company to Numis is untrue, inaccurate or misleading;
(c) something has occurred which would be reasonably likely to give rise to a claim under the indemnity in the Placing Agreement; or
(d) there shall have occurred any material adverse effect since the date of the Placing Agreement or there is a fact, circumstance or development reasonably likely to involve a material adverse effect (whether or not foreseeable at the date of the Placing Agreement).
The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Numis of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Numis and that it need not make any reference to Placees and that neither it nor its Affiliates shall have any liability to Placees whatsoever in connection with any such exercise. Placees will have no rights against Numis, the Company or any of their respective directors or employees (or Affiliates) under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
6. REGISTRATION AND SETTLEMENT
6.1 Settlement of transactions in the Placing Shares (ISIN: GB0005359004) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. Numis reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in Numis' opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
6.2 Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Numis.
6.3 The Company will deliver the Placing Shares to a CREST account operated by Numis as agent for the Company and Numis will enter its delivery (DEL) instruction into the CREST system. Numis will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
6.4 It is expected that settlement will take place on 10 May 2018 on a T+1 basis in accordance with the instructions set out in the contract note.
6.5 Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Numis.
6.6 Each Placee is deemed to agree that, if it does not comply with these obligations, Numis may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Numis' account and benefit (as agent of 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 Numis (as agent of the Company) for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares and will be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares on its behalf. By communicating a bid for Placing Shares to Numis, each Placee confers on Numis all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Numis lawfully takes in pursuance of such sale.
6.7 If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation.
6.8 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.
6.9 Placees are not be entitled to receive any fee or commission in connection with the Placing.
7. REPRESENTATIONS AND WARRANTIES
7.1 By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) that:
(a) it has read and understood the Announcement in its entirety and its subscription for the Placing Shares is subject to and based on the terms and conditions of the Placing as referred to and included in the Announcement and undertakes not to redistribute or duplicate this Announcement;
(b) no offering document or prospectus has been prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing;
(c) the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;
(d) (i) it has made its own assessment of the Company, the Placing Shares and the terms and conditions of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and has satisfied itself that the information is still current; (ii) none of Numis, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided, or will provide it, with any material regarding the Placing Shares in addition to this Announcement; and (iii) it has not requested Numis, the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
(e) the content of this Announcement is exclusively the responsibility of the Company and that neither Numis, nor any of its affiliates or any person acting on its behalf, has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
(f) the only information on which it has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all it deems necessary to make an investment decision in respect of the Placing Shares, and that it has not received or relied on any information given or any representations, warranties or statements, express or implied, made by, Numis or the Company or any of their Affiliates or any person acting on behalf of any of them or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee) and neither, Numis, nor the Company (or any of their respective Affiliates) will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any information, representation, warranty or statement other than that contained in this Announcement and any Exchange Information. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this Announcement as it may otherwise place on a prospectus or admission document;
(g) it has the funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold at such price as Numis determines;
(h) the Placing Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, into or within the United States absent registration under the Securities Act or an available exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and in each case, in compliance with any applicable securities laws of any state or other jurisdiction of the United States; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
(i) it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is either (i) a person located outside the United States and is subscribing for Placing Shares only in an "offshore transaction" as defined in and in accordance with Regulation S under the Securities Act, or (ii) if specifically agreed with Numis, within the United States and a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and has or have executed and delivered a U.S. investor representation letter substantially in the form set out in the letter provided to it by Numis to the addressees specified therein;
(j) it is not acquiring Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of "general solicitation" or "general advertising" (within the meaning of Rule 502(c) of Regulation D of the Securities Act);
(k) it is acquiring the Placing Shares for investment purposes and is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;
(l) it acknowledges that any Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and further agrees that, so long as the Placing Shares are restricted securities, it will segregate such Placing Shares from any other shares in the Company that it holds that are not restricted securities and will not deposit the Placing Shares into any depositary receipt facility maintained by any depositary bank in respect of the Company's ordinary shares.
(m) it: (i) is permitted to acquire the Placing Shares under the laws of all relevant jurisdictions; (ii) has fully complied, and will comply, with all such laws; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;
(n) unless otherwise specifically agreed with Numis, it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, Australia, Canada, Japan or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan or the Republic of South Africa and may not be offered, sold, taken up, delivered, transferred or acquired, directly or indirectly, within those jurisdictions;
(o) it is a Relevant Person 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;
(p) it is acting as principle only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so; (ii) it is and will remain liable to the Company and/or Numis for the performance of all of its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person); (iii) it is both an "authorised person" for the purposes of FSMA and a qualified investor acting as agent for such person; and (iv) such person is either (1) a FSMA qualified investor or (2) its "client" (as defined in section 86(2) of FSMA) that has engaged it to act as his agent on terms which enable it to make decisions concerning the Placing or any other offers or transferable securities on his behalf without reference to him;
(q) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Numis in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
(r) it is aware of and acknowledges that it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
(s) it will not make any offer to the public of the Placing Shares and has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive (which includes any relevant implementing measure in any Member State of the EEA);
(t) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, it represents and warrants that (i) the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of Numis has been given to the offer or resale or (ii) if Placing Shares will be acquired by it on behalf of persons in any Relevant Member State 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;
(u) it is aware of and acknowledges that it is required to comply with its obligations in connection with money laundering under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (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;
(v) in order to ensure compliance with the Regulations, Numis (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Numis or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Numis' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be retained at Numis' or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Numis (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Numis and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
(w) it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, with all applicable provisions of FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
(x) except as set out in paragraph (y) below, it has neither received nor relied on any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) concerning the Company prior to or in connection with accepting the invitation to participate in the Placing and is not purchasing Placing Shares on the basis of material non-public information;
(y) if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
(z) time is of essence as regards its obligations under this Appendix;
(aa) the allocation, allotment, issue and delivery to it, or the person specified by it for registration as a holder of Placing Shares, will not give rise to a stamp duty or stamp duty reserve tax liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that no instrument under which it acquires Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability or in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
(bb) it, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable on acquisition of any of the Placing Shares or the agreement to acquire the Placing Shares and acknowledges and agrees that none of Numis, the Company, any of their respective Affiliates or any person acting on behalf of them will be responsible for any such liability to stamp duty or stamp duty reserve tax. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing, and agrees to indemnify the Company and Numis (and any of their respective Affiliates) on an after-tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Numis who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
(cc) neither of Numis, nor any of its Affiliates, nor any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;
(dd) neither of Numis, nor any of its Affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Numis and that Numis has no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, for providing advice in relation to the Placing, in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of its rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;
(ee) Numis may, and its Affiliates acting as an investor for its or their own account(s) may, acquire and/or purchase Placing Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by Numis and/or any of their respective Affiliates acting as an investor for its or their own account(s). Neither Numis nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
(ff) these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and all non-contractual or other obligations arising out of or in connection with them, 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 Numis 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;
(gg) the Company and Numis and their respective Affiliates and others will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties and undertakings which are given to Numis, on its own behalf and on behalf of the Company, and are irrevocable and it irrevocably authorises each of Numis and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
(hh) it irrevocably appoints any duly authorised officer of Numis as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;
(ii) it will indemnify on an after tax basis and hold the Company, Numis and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, undertakings, agreements and acknowledgements in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
(jj) it has knowledge and experience in financial, business and international investment matters and is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing; and (iii) it has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved and has satisfied itself concerning the relevant tax, legal, currency and other economic consideration relevant to its subscription for Placing Shares;
(kk) to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in this Impact Announcement; and
(ll) (iv) its commitment to acquire Placing Shares on the terms set out herein 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 Company's conduct of the Placing.
7.2 The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Numis for itself and on behalf of the Company and are irrevocable and shall not be capable of termination in any circumstances.
7.3 The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of 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, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Numis 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 Numis in the event that any of the Company and/or Numis 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 Numis accordingly.
7.4 The Company and Numis are not liable to bear any stamp duty, stamp duty reserve tax, or other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest or penalties) that arise on a sale of Placing Shares subsequent to their acquisition by Placees.
7.5 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 United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
7.6 Each Placee, and any person acting on behalf of the Placee, acknowledges and agrees that Numis does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
7.7 Each Placee and any person acting on behalf of each Placee, acknowledges and agrees that Numis 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.
7.8 The rights and remedies of Numis and the Company under these terms and conditions 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.
7.9 When a Placee or person acting on behalf of the Placee is dealing with Numis, any money held in an account with Numis on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges and agrees that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Numis' money in accordance with the client money rules and will be used by Numis in the course of its own business; and the Placee will rank only as a general creditor of Numis (as applicable).
7.10 Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
7.11 Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
7.12 All times and dates in this Announcement may be subject to amendment. Numis shall notify the Placees and any person acting on behalf of a Placee of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
"Acquisition" means the proposed acquisition of QTS Group Limited pursuant to the terms of the Acquisition Agreement
"Acquisition Agreement" means the sale and purchase agreement dated with the same date as this agreement between the Company and Alan McCleish and others pursuant to which the Company has agreed to acquire the entire issued and to be issued share capital of QTS Group Limited;
"Admission" means admission of the Placing Shares to AIM
"AIM" means the market of that name operated by the London Stock Exchange
"AIM Rules" means the provisions of the London Stock Exchange's AIM Rules for Companies as amended from time to time governing, inter alia, admission to AIM and the continuing obligations of AIM companies
"Announcement" means this Announcement (including the Appendix to this Announcement)
"Company" means Renew Holdings plc
"CREST" means the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited
"EEA" means the member states of the European Union together with Iceland, Norway and Liechtenstein
"Facility Agreement" means the facility agreement between (among others) the Company, various subsidiaries of the Company as original borrowers and original guarantors, HSBC Bank UK plc as original lender and HSBC Bank plc as Mandated Lead Arranger, Agent and Security Agent and dated or about the date of this Announcement
"FCA" means the Financial Conduct Authority
"FSMA" means the Financial Services and Markets Act of 2000 (as amended)
"Group" means the Company and its subsidiary undertakings prior to completion of the Acquisition
"London Stock Exchange" means London Stock Exchange plc
"Numis" means Numis Securities Limited
"Option Agreement" means the put and call option agreement dated on or around the date of this Announcement between the Company, JerseyCo and Numis relating to, amongst other things, Numis' holding of 11 limited liability ordinary shares in the capital of JerseyCo
"Ordinary Shares" means the ordinary shares of one penny each in the capital of the Company
"Placee" means a placee procured by Numis
"Placing" means the conditional placing of the Placing Shares at the Placing Price by Numis as agents for and on behalf of the Company pursuant to the terms of the Placing Agreement
"Placing Agreement" means the conditional placing agreement dated on or around the date of this Announcement between the Company and Numis relating to the Placing
"Placing Price" means 355 pence
"Placing Shares" means the 12,676,056 new Ordinary Shares to be issued pursuant to the Placing
"Prospectus Directive" means the Directive of the European Parliament and of the Council of the European Union 2003/71/EC, as amended
"Redeemable Shares" means the limited liability redeemable preference shares of £0.01 each in the capital of JerseyCo
"Regulation S" means Regulation S under the Securities Act
"Securities Act" means the United States Securities Act of 1933
"Subscription and Transfer Agreement" means the agreement dated on or around the date of this Announcement between the Company, JerseyCo and Numis relating to the subscription for 100 Redeemable Shares by Numis and the acquisition of Numis' Preference Shares and Ordinary Shares by the Company
"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland
"United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction
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