Proposed Placing
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. PLEASE SEE THE APPENDIX TO THIS ANNOUNCEMENT.
8 January 2014
Schroder Real Estate Investment Trust Limited
(the 'Company')
PROPOSED PLACING
The Board of Schroder Real Estate Investment Trust Limited (the 'Company') today announces a proposal to issue up to 35,592,128 new ordinary shares (the 'Placing Shares') in the capital of the Company by way of a placing (the 'Placing'), representing 10% of the Company's existing issued share capital.
The Placing Shares will be issued to new and existing shareholders at a premium to the most recent Net Asset Value per share and will therefore be accretive to the prevailing NAV for existing shareholders.
Background to the issue
As at 30 September 2013, including acquisitions since the period end, the Company owns 52 direct properties valued at £270.62 million, predominately within the three commercial property sectors of offices, industrial and retail. In pursuing its objective the Company concentrates on assets with good fundamental characteristics, a diverse spread of occupational tenants and with opportunities to add value through active management. Following the acquisition of a retail property in Portsmouth since the period end, the Company has a total cash position of approximately £16 million.
In the recent interim report for the period ending 30 September 2013, the Company highlighted the pronounced improvement in sentiment towards the UK commercial property market leading to increased capital flows into the sector. This positive shift has been partly reflected in the latest Investment Property Databank ('IPD') Monthly Index that reported a 2.9% increase in average capital values between April 2013 and November 2013. This increase followed 18 months of consecutive capital value declines, with average capital values still 35% below the peak of June 2007.
The current stage of the recovery is notable for improving sentiment towards good quality secondary property outside of the core Central London markets. This is partly due to the yield premium available but also reflects an improving occupational market in some regions, as a result of economic growth and reducing levels of new supply.
These conditions are providing the Company with increasing deal flow offering potential total returns consistent with the Company's investment objective, illustrated by the transactions outlined briefly below.
Use of proceeds
In April 2013, the Company completed a successful long-term refinancing totalling £129.8 million for a weighted duration of 14 years at a fixed rate of 4.77%, providing significant scope for the Company to benefit from yield arbitrage on new acquisitions. The Company has made further progress on accretive asset management and, following this activity, believes that there is potential to enhance future returns to shareholders through a gradual increase in the size of the Company and deploying the proceeds of the Placing into acquisitions satisfying the Company's investment criteria by offering good underlying fundamentals in terms of location and specification, affordable rents and sustainable tenant demand.
Following the recent acquisition in Portsmouth, it is intended that the proceeds of the Placing will be used to fund the acquisition of a mixed retail, leisure and office property located in a densely populated area on the edge of a major regional city for approximately £16.5 million, reflecting a net initial yield of approximately 8.5%. Due diligence in connection with the acquisition is on-going and the Company expects to be in a position to exchange and complete shortly after the Placing although there can be no guarantee that this will be achieved.
In addition to the above transaction, the Company has entered into a non-binding exclusivity agreement to acquire a mixed leisure and office property for approximately £8 million, reflecting a net initial yield of approximately 8%. Due diligence is on-going and the Company hopes to make a further announcement regarding this purchase in due course.
In the event that either of the above transactions does not proceed to completion, the Company will seek to invest the proceeds of the Placing in accordance with the Company's investment policy as soon as is practicable.
Financial
The Company's interim report for the period ending 30 September 2013 reported the following:
Highlights
· Net Asset Value ('NAV') increase to £161.6 million (31 March 2013: £160.5 million).
· NAV total return of 4.1% (six months to 30 September 2012: (0.9%)).
· Profit before tax £4.2 million (six months to 30 September 2012: loss of £3.3 million).
· Increase in the underlying property portfolio valuation of 1.6% compared with the Investment Property Databank ('IPD') Index of 1.1% (six months to 30 September 2012: -1.5% and -2.4% respectively).
· Total Shareholder Return of 13.2%.
Dividend
· Paid 1.5 pence per share ('pps') of dividends over the period resulting in dividend cover of 68%.
· Quarterly dividend re-based over the period from 0.88 pps to 0.62 pps.
Portfolio activity
· 17 new lease agreements completed over the period, reducing the void rate as a percentage of rental value to 13% from 14.4% as at 31 March 2013.
· Exchanged conditional contracts to sell Reynards Trading Estate in Brentford to Notting Hill Home Ownership ('NHHO') on a subject to planning basis, for a price of approximately £20 million, compared to the value as at 30 September 2013 of £16 million. NHHO is responsible for making the planning application at their own cost and there continues to be uncertainty regarding the timing and prospects for achieving a residential planning consent.
· Exchanged conditional contracts to sell a one acre site at Olympic Office Centre in Wembley to UNITE Group Plc ('UNITE') on a subject to planning basis for a price of approximately £7.4 million, compared to the valuation as at 30 September 2013 of £6 million. The Company has already secured outline planning consent for UNITE's use and completion is subject to UNITE securing detailed planning consent.
Post period end portfolio activity
· Completed the acquisition of 244 to 248D Commercial Road, Portsmouth on 9 December 2013 for £7.18 million, reflecting a net initial yield of 8.3%.
· Pipeline of further lettings under offer totalling a rent on expiry of tenant incentives of £600,000 per annum.
Details of the Placing and Expected Timetable
Under the terms of the Placing, the Company intends to place up to 35,592,128 new ordinary shares of no par value in the capital of the Company, under authority gained at the AGM held on 12 September 2013, conditional on Admission.
The Placing will be non pre-emptive and launched immediately following this announcement. The number and price of the Placing Shares will be determined at the close of the bookbuilding process (the "Bookbuild") for the Placing which is expected to close tomorrow. The results of the Placing will be announced shortly thereafter. J.P. Morgan Securities plc (which conducts its UK investment banking business under the name J.P. Morgan Cazenove) ("JPMC") and Numis Securities Limited ("Numis") (together the "Joint Bookrunners") have been appointed as joint bookrunners in respect of the Placing. The Placing is not being underwritten.
The Joint Bookrunners will determine the level of demand from potential investors for participation in the Placing. The placing price is expected to be set at 48.25 pence per share. The decision to proceed with the Placing after the Bookbuild shall be at the absolute discretion of the Company and the Joint Bookrunners.
To bid for shares in the Placing, investors should communicate their bid (or bids) by telephone to the Joint Bookrunners. The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company, and may scale down any bids for this purpose on such basis as the Company and the Joint Bookrunners decide.
Following the Placing, application will be made for the Placing Shares to be admitted to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") as well as to the Channel Islands Securities Exchange for admission of the Placing Shares to trading on that exchange (together, "Admission"). Settlement for the Placing Shares and Admission is expected to take place on or before 8.00a.m. on 14 January 2014. The Placing is conditional, among other things, upon Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company, Schroder Property Investment Management Limited and the Bookrunners (the "Placing Agreement") not being terminated. The Appendix sets out further information relating to the Bookbuild and the terms and conditions of the Placing.
The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being the "Announcement")
Commenting on the Placing, Andrew Sykes, Chairman of Schroder Real Estate Investment Trust said:
"The proceeds of the Placing will support the Company in its objective of delivering Shareholders with an attractive level of income together with the potential for income and capital growth from investing in UK commercial property. We have identified two investment opportunities which will be immediately accretive to shareholders' returns whilst providing opportunities to deliver longer term growth through strategic asset management."
For further information:
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Schroder Property Investment Management Limited: |
020 7658 6000 |
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Northern Trust: David Sauvarin |
01481 745529 |
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FTI Consulting: Dido Laurimore / Nina Legge |
020 7831 3113 |
APPENDIX: FURTHER DETAILS OF THE PLACING
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR TO U.S. PERSONS.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT 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 (WITHIN THE MEANING OF 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 PERSONS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
Persons (including individuals, funds or otherwise) who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained in herein. In particular each such Placee represents, warrants and acknowledges that:
(a) it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
(b) in the case of a Relevant Person in a Member State of the European Economic Area which has implemented the Prospectus Directive (a "Relevant Member State"), (i) it is a Qualified Investor, and (ii) 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, (a) the Placing Shares subscribed for by it in the Placing have not been subscribed for on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Numis, JPMC and the Company has been given to the offer or resale; or (b) where Placing Shares have been 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;
(c) in the case of a Placee in a Member State of the European Economic Area which has implemented the Alternative Investment Fund Managers Directive (which means Directive 2011/61/EU)(the "AIFMD"), it is a person to whom Placing Shares may lawfully be marketed under AIFMD or under the applicable implementing legislation (if any) of such Member State; and
(d) it is outside the United States, is not a U.S. Person (within the meaning Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act")), is subscribing for Placing Shares in an "offshore transaction" (within the meaning of Regulation S) and is subscribing for the Placing Shares for its own account or is subscribing for the Placing Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is outside the United States and is not a U.S. Person or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust), in reliance upon Regulation S.
The Company, Numis and JPMC will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
This Announcement (including this Appendix) does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United States, Australia, Canada, Japan or South Africa or in any jurisdiction in which such offer or invitation is unlawful (the "Restricted Jurisdictions") and the information contained herein is not for publication or distribution, directly or indirectly, to persons in any Restricted Jurisdiction or to U.S. Persons. No public offer of securities of the Company is being made in the United Kingdom, United States or elsewhere.
In particular, the Placing Shares referred to in this Announcement (including this Appendix) have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended, (the "Investment Company Act") and investors will not be entitled to the benefits of the Investment Company Act. Persons receiving this Announcement (including this Appendix) (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or to U.S. Persons or use the United States mails, directly or indirectly, in connection with the Placing.
The Placing Shares may not be offered, sold or transferred within the United States. The Placing Shares are being offered and sold outside the United States to persons who are not U.S. Persons in reliance on Regulation S.
The relevant clearances have not been, and 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 Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is available) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom.
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 to a jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.
The distribution of this Announcement (including the Appendix), and the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Numis, JPMC, or any of their respective affiliates, that would permit an offer of the Placing Shares or possession or distribution of this Announcement (including this Appendix) or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement (including this Appendix) comes are required by the Company, Numis and JPMC to inform themselves about and to observe any such restrictions.
NOTICE TO RESIDENTS OF GUERNSEY
This Announcement has not been approved or authorised by the Policy Council of the States of Guernsey or the Guernsey Financial Services Commission for circulation in Guernsey. This Announcement may not be distributed or circulated directly or indirectly to any persons in the Bailiwick of Guernsey other than (i) by a person licensed to do so under the terms of the Protection of Investors (Bailiwick of Guernsey) Law 1987, as amended, or (ii) to those persons regulated by the Guernsey Financial Services Commission as licensees under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and Company Directors etc. (Bailiwick of Guernsey) Law, 2000.
NOTICE TO RESIDENTS OF JERSEY
Pursuant to Article 8(2) of the Control of Borrowing (Jersey) Order 1958, the consent of the Jersey Financial Services Commission is not required to the circulation of this Announcement within Jersey. Any potential investors resident in Jersey are hereby informed that the Jersey Financial Services Commission has not approved any offer contained herein nor reviewed any documents (including this Announcement) in connection with such offer.
In this Appendix, unless the context otherwise requires, Placee means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
Numis and JPMC have entered into a placing agreement (the "Placing Agreement") with the Company and Schroders Property Investment Management Limited (the "Investment Manager") under which Numis and JPMC have severally, on the terms and subject to the conditions set out therein, undertaken, as agents for the Company, to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price.
The Placing Shares will, when issued, be subject to the Company's Memorandum and Articles of Incorporation and be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of no par value in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of such Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien or other security interest.
Application for listing and admission to trading
Application will be made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium segment of the Official List of the FCA (the "Official List") and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 14 January 2014 and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at that time.
Bookbuild
Numis and JPMC will today commence the bookbuilding process in respect to the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
Numis, JPMC and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Numis and JPMC are arranging the Placing as joint bookrunners and agents of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis or JPMC. Numis, JPMC and any of their respective holding companies, subsidiaries, branches or affiliates (each an "Affiliate")are entitled to enter bids in the Bookbuild as principal.
3. By participating in the Bookbuild process and the Placing, Placees will be deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be participating and making an offer for Placing Shares on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgments, agreements and undertakings contained in this Appendix.
4. The Placing Shares are not being offered at a fixed price. The number of Placing Shares to be issued and the price per Placing Share (the "Placing Price") will be agreed between Numis, JPMC and the Company following completion of the Bookbuild. The number of Placing Shares and the Placing Price will be announced on a Regulatory Information Service following completion of the Bookbuild.
5. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at Numis or JPMC. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for and the price or price range that the prospective Placee is offering to pay per Placing Share. Bids may be scaled down by Numis and JPMC on the basis referred to in paragraph 9 below.
6. The Bookbuild is expected to close no later than 12.00 noon (London time) on 9 January 2014 but may be closed earlier or later at the discretion of Numis and JPMC. Numis and JPMC may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
7. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with Numis' and JPMC's consent will not be capable of variation or revocation after the time at which it is submitted.
8. Each Placee's allocation and the Placing Price will be confirmed to Placees orally by Numis or JPMC following the close of the Bookbuild, and a trade confirmation will be dispatched as soon as possible thereafter by Numis or JPMC and the terms of this Appendix will be deemed incorporated by reference therein. Numis' or JPMC's oral confirmation to a Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of Numis, JPMC and the Company, under which it agrees 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 Memorandum and Articles of Incorporation. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Numis or JPMC, as applicable, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe. The Company shall allot such Placing Shares to each Placee following each Placee's payment to Numis or JPMC, as applicable, of such amount.
9. Subject to paragraphs 4 and 5 above, Numis and JPMC may choose to accept bids, either in whole or in part, on the basis of allocations determined in consultation with the Company and the Investment Manager and may scale down any bids for this purpose on such basis as Numis and JPMC may determine. Numis and JPMC may also, notwithstanding paragraphs 5 and 6 above, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time, and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.
10. Except as required by law or regulation, no press release or other announcement will be made by Numis, JPMC 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. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
13. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver 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".
14. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law, neither Numis, nor JPMC nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Numis, nor JPMC, nor any of their respective Affiliates nor any person acting on behalf of any of the foregoing shall have any liability to Placees in respect of Numis' and JPMC's conduct of the Bookbuild or of such alternative method of effecting the Placing as Numis, JPMC and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Numis and JPMC's obligations under the Placing Agreement are conditional on, inter alia:
(a) the execution and delivery of the term sheet setting out the number of Placing Shares and the Placing Price, to be executed by Numis, JPMC, the Company and the Investment Manager at the end of the Bookbuild;
(b) the representations and warranties contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at all times before Admission;
(c) in the opinion of Numis and JPMC (acting in good faith), the Company and the Investment Manager having complied with and performed their respective obligations under the Placing Agreement, which in the opinion of Numis and JPMC (acting in good faith) are material in the context of the Placing, to the extent that the same fall to be performed before Admission (including, without limitation, delivery of the documents referred to and in accordance with the Placing Agreement);
(d) there not having occurred before Admission any development or event (or any development or event involving a prospective change of which the Company or the Investment Manager (as the case may be) is aware) which will or is likely to have a material adverse effect on the condition (financial, operational, legal or otherwise), prospects, solvency, liquidity, management, results of operations, financial position, business or general affairs of the Company or any member of its group, or of the Investment Manager, whether or not arising in the ordinary course of business (a "Material Adverse Change");
(e) the Company allotting and issuing, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and
(f) Admission occurring not later than 8.00 a.m. (London time) on 14 January 2014 or such later date as the Company, Numis and JPMC may otherwise agree but not being later than close of business on 31 January 2014,
(all conditions to the obligations of Numis and JPMC included in the Placing Agreement being together the "conditions").
If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by Numis and JPMC by the respective time or date where specified (or such later time or date as Numis and JPMC may agree), (ii) any such conditions become incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse 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 and JPMC may, at their absolute discretion and upon such terms as they think fit, waive compliance by the Company or the Investment Manager with the whole or any part of any of their respective obligations in relation to the conditions in the Placing Agreement (save that the above conditions relating to the term sheet being executed and delivered and to Admission taking place and the Company's allotment of the Placing Shares may not be waived) or extend in writing the time required for the fulfilment of any such conditions in respect of all or any part of the performance thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).
Neither Numis, nor JPMC nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it 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 Numis and JPMC.
By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.
Right to terminate under the Placing Agreement
Each of Numis and JPMC is entitled, at any time before Admission, to terminate their respective obligations under the Placing Agreement in accordance with the terms of the Placing Agreement in certain circumstances, including if:
(a) in the opinion of Numis or JPMC (acting in good faith), the representations and warranties contained in the Placing Agreement are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the time when the notice to terminate the Placing Agreement is given; or
(b) in the opinion of Numis or JPMC (acting in good faith), the Company or the Investment Manager fails to comply with any of their respective obligations under the Placing Agreement which in the opinion of Numis or JPMC (acting in good faith) is material in the context of the Placing; or
(c) in the opinion of Numis or JPMC (acting in good faith), there has been a Material Adverse Change (whether or not foreseeable at the date of the Placing Agreement); or
(d) in the opinion of Numis or JPMC (acting in good faith), there has been a force majeure event as specified in the Placing Agreement which would, in the opinion of Numis or JPMC (acting in good faith), make it impracticable or inadvisable to proceed with the Placing.
If both Numis and JPMC exercise their right to terminate their obligations under the Placing Agreement, the Placing Agreement will be terminated and the Placing will not proceed.
By participating in the Placing, Placees agree that the exercise by Numis or JPMC of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Numis and JPMC and that they need not make any reference to Placees and that they shall have no liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise or failure so to exercise.
No Prospectus
The Placing Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus in Guernsey, the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the Guernsey Financial Services Commission nor the States of Guernsey Policy Council nor the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and certain business and financial information in accordance with the rules and practices of the FCA (collectively "Exchange Information").
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) 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, Numis, JPMC or the Investment Manager or any other person and neither Numis, nor JPMC nor the Company nor the Investment Manager nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B01HM147) following Admission will take place within the CREST system, subject to certain exceptions. Numis, JPMC and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees, by such other means that they deem necessary if delivery or settlement is not practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation by JPMC in accordance with that Placee's standing arrangements in place with JPMC stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to JPMC (for itself and on behalf of Numis) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with JPMC. The Company will issue shares on a delivery versus payment basis.
It is expected that settlement will be on 9 January 2014 on a T+3 basis in accordance with the instructions set out in the trade 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 as determined by Numis and JPMC.
Each Placee is deemed to agree that, if it does not comply with these obligations, Numis and/or JPMC 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' and JPMC's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) 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 Numis and/or JPMC all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Numis and/or JPMC 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 trade 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. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Numis nor JPMC nor the Company shall be responsible for the payment thereof. 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):
1 represents and warrants that it has read this Announcement (including this Appendix) in its entirety and acknowledges that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement (including this Appendix);
2 acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;
3 acknowledges that the Ordinary Shares are listed on the premium segment of the Official List, and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
4 acknowledges that neither Numis, nor JPMC nor the Company nor the Investment Manager nor any of their respective Affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement (including this Appendix); nor has it requested any of Numis, JPMC, the Company, the Investment Manager any of their Affiliates or any person acting on behalf of any of them to provide it with any such information;
5 acknowledges that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that none of Numis, JPMC, their respective Affiliates or any person acting on Numis' or JPMC's behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company (including any Exchange Information) 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 otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of Numis, JPMC, the Company or the Investment Manager and neither Numis nor JPMC nor the Company nor the Investment Manager will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company and the terms of the Placing, satisfied itself that this information is still current and relied on that information in deciding to participate in the Placing;
6 represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;
7 acknowledges that neither Numis nor JPMC nor any person acting on behalf of them nor any of their respective Affiliates has or shall have any liability for any publicly available or filed information (including any Exchange Information) or any information, representation, warranty or statement relating to the Company contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
8 if in a Member State of the European Economic Area, unless otherwise specifically agreed with Numis and JPMC in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive;
9 if in a Member State of the European Economic Area which has implemented AIFMD, represents and warrants that it is a person to whom Placing Shares may lawfully be marketed under AIFMD or under the applicable implementing legislation (if any) of such Member State;
10 if in the UK, represents and warrants that it is a Qualified Investor and also a person (i) who has professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement (including this Appendix) may otherwise be lawfully communicated;
11 represents and warrants that it is not, and at the time the Placing Shares are acquired will not be a resident of Australia, Canada, Japan or South Africa, and, each of it and the beneficial owner(s) of the Placing Shares is, and at the time the Placing Shares are acquired will be, acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, and has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Placing Shares, will not look to Numis or JPMC for all or part of any such loss it may suffer, is able to bear the economic risk of an investment in the Placing Shares, is able to sustain a complete loss of the investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;
12 represents and warrants that it is, or at the time the Placing Shares are acquired that it will be, the beneficial owner of such Placing Shares, or that the beneficial owner of such Placing Shares is not a resident of Australia, Canada, Japan or South Africa and that it (i) is not a U.S. Person and is acquiring the Placing Shares for its own account or (ii) is outside the United States and is acquiring the Placing Shares for the account of a non-U.S. Person with respect to which it exercises sole investment discretion or (iii) it is a dealer or other professional fiduciary in the United States acting in reliance upon Regulation S under the Securities Act on a discretionary basis for a non-U.S. Person;
13 represents and warrants that it is not an employee benefit plan as defined in section 3(3) of the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder (as amended from time to time, "ERISA") (whether or not subject to the provisions of Title 1 of ERISA) or an individual retirement account as defined in section 408 of the Internal Revenue Code;
14 acknowledges that no action has been or will be taken by any of the Company, Numis, JPMC or any person acting on behalf of the Company, Numis or JPMC that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
15 acknowledges that the Placing Shares have not been and will not be registered or qualified for offer and sale nor will a prospectus be cleared in respect of any of the Placing Shares under the securities laws or legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, within those jurisdictions;
16 acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any State or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, that the Company has not been registered as an "investment company" under the Investment Company Act and that the Placing Shares are being offered and sold on behalf of the Company in "offshore transactions" (within the meaning of Regulation S) to persons who are not U.S. Persons;
17 acknowledges that no representation has been made as to the availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
18 represents and warrants that neither it nor its affiliates nor any person acting on its or their behalf have engaged or will engage in any "directed selling efforts" (within the meaning of Regulation S) with respect to the Placing Shares in the United States;
19 represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;
20 represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2003, the Terrorism Act 2006, the Money Laundering Regulations 2007 of the UK (SI 2007/2157), The Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law 1999, the Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Regulations 2007, The Money Laundering (Disclosure of Information) (Guernsey) Law 1995 of Guernsey, each as amended from time to time and/or as supplemented by any other applicable anti-money laundering guidance, regulations or legislation (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;
21 acknowledges that it is a term of the Placee's participation in the Placing that, to ensure compliance with the Regulations, Numis and/or JPMC may, in their absolute discretion, require verification of identity of it. Pending the provision to Numis or JPMC of evidence of identity, definitive certificates for the Placing Shares may be retained and/or the delivery of the Placing Shares into CREST may be delayed, each at Numis' and JPMC's absolute discretion. Numis and JPMC also reserve the right to reject in whole or in part, or to scale down or limit, any participation;
22 acknowledges that pursuant to the Data Protection (Bailiwick of Guernsey) Law 2001 and the Data Protection Act 1998, (the "DP Laws") the Company and/or its administrator (the "Administrator") and/or its registrar (the "Registrar"), may hold personal data (as defined in the DP Laws) relating to past and present shareholders and that such personal data held is used by the Administrator and the Registrar to maintain the Company's register of shareholders and mailing lists and this may include sharing data with third parties in one or more of the countries mentioned below when (a) effecting the payment of dividends and redemption proceeds to shareholders and the payment of commissions to third parties and (b) filing returns of shareholders and their respective transactions in shares with statutory bodies and regulatory authorities. Personal data may be retained on record for a period exceeding six years after it is no longer used. The countries referred to immediately above include, but need not be limited to: those in the European Economic Area and any of their respective dependent territories overseas, Andorra, Argentina, Australia, Canada, New Zealand, State of Israel, Switzerland, the United States and the Eastern Republic of Uruguay. By becoming registered as a holder of Placing Shares, a person becomes a data subject (as defined in each of the DP Laws) and is deemed to have consented to the processing by the Company, the Administrator and/or the Registrar of any personal data relating to them in the manner described above;
23 acknowledges that the Company is a registered closed-ended collective investment scheme established pursuant to the Registered Collective Investment Scheme Rules 2008 published by the Guernsey Financial Services Commission (the "Commission") and that, as such, it may not be offered directly to the public in Guernsey otherwise than by an entity appropriately licensed under The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended. It is further acknowledged that the Commission has not reviewed this Announcement (including this Appendix) or granted any form of authorisation or consent in respect of its publication or the Placing and that, accordingly, the Commission has no responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it;
24 if a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, represents and warrants that the Placing Shares subscribed for 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 Relevant Member State other than Qualified Investors (within the meaning of the Prospectus Directive), or in circumstances in which the prior consent of Numis or JPMC has been given to the offer or resale;
25 represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, 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 and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");
26 represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area 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 any member state of the European Economic Area within the meaning of the Prospectus Directive;
27 represents and warrants that 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 the FSMA) relating to the Placing Shares in circumstances and in a manner in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
28 represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
29 represents and warrants that (i) it and any person on whose behalf it is acting is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in the Placing; (iii) it (and/or any such person) has fully observed such laws; (iv) it (and any such person) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (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 (including this Appendix)) and will honour such obligations; and (v) it has not taken any action which will or may result in the Company, Numis, JPMC, the Investment Manager, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;
30 undertakes that it (and any person on whose behalf it is acting) will make payment for the Placing Shares allocated to it in accordance with this Announcement (including this Appendix) on the due time and date set out in the trade confirmation against delivery of the Placing Shares, failing which the relevant Placing Shares may be placed with other subscribers or sold as Numis and/or JPMC may in their sole discretion determine and without liability to such Placee and it will remain liable for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement (including this Appendix)) which may arise upon the sale of such Placee's Placing Shares on its behalf;
31 acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
32 acknowledges that none of Numis nor JPMC, nor any of their respective 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 participation in the Placing is on the basis that it is not and will not be a client of Numis or JPMC and that Numis and JPMC have no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
33 undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Numis nor JPMC nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person on whose behalf it is acting agrees to participate in the Placing and it agrees to indemnify the Company, Numis and JPMC in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Numis or JPMC, as applicable, who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
34 acknowledges that it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that 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. 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;
35 acknowledges that the Placing Shares will be allotted and issued subject to the terms and conditions of this Appendix;
36 acknowledges that any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements 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, Numis or JPMC 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 agrees that the Company, Numis, JPMC and their respective Affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Numis and JPMC on their own behalf and on behalf of the Company and are irrevocable;
38 agrees to indemnify on demand on an after tax basis and hold the Company, Numis, JPMC 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, acknowledgements, agreements and undertakings in this Announcement (including this Appendix) and further agrees that the provisions of this Announcement (including this Appendix) shall survive after completion of the Placing;
39 represents and warrants that it has independently made its own analysis and decision with regard to its commitment to subscribe for Placing Shares;
40 acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation 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 Numis', JPMC's or the Company's conduct of the Placing;
41 acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this Announcement (including this Appendix); and
42 acknowledges that the basis of allocation will be determined by Numis and JPMC (following consultation with the Company and the Investment Manager) at their absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing.
The representations, warranties, acknowledgments and undertakings contained in this Announcement (including this Appendix) are given to Numis and JPMC for themselves and on behalf of the Company and are irrevocable.
The agreement to settle a Placee's subscription of the Placing Shares (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 issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Numis nor JPMC 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, Numis and JPMC in the event that any of the Company, Numis and/or JPMC 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 and JPMC 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 by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that neither Numis nor JPMC owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement and that such representations, warranties, undertakings and indemnities are not given for the benefit of any Placee.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Numis, JPMC or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with JPMC, any money held in an account with JPMC 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 the FSMA. Each Placee acknowledges 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 JPMC's money in accordance with the client money rules and will be used by JPMC in the course of their own respective business and the Placee will rank only as a general creditor of JPMC.
Past performance is no guide to future performance and persons seeking advice should consult an independent financial adviser.
All times and dates in this Announcement (including this Appendix) may be subject to amendment, and Placees' commitments, representations and warranties are not conditional on any of the expected times and dates in this Announcement (including this Appendix) being achieved. Numis and/or JPMC shall notify the Placees and any person acting on behalf of the Placees of any changes.
This information is provided by RNS
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