Proposed Placing

RNS Number : 2209I

Sirius Real Estate Limited

20 March 2018

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANYOTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

For immediate release

20th March 2018

Sirius Real Estate Limited

("Sirius Real Estate", "Sirius" or the "Company")

Proposed Equity Placing

Sirius Real Estate, a leading operator of branded business parks providing conventional space and flexible workspace in Germany, is pleased to announce the proposed placing of new Ordinary Shares (the "Placing Shares") to raise up to £35 million (before expenses), in order to acquire a portfolio of assets and support the Company's growth strategy. The Placing Shares will be offered to institutional and other investors by way of an accelerated bookbuild (the "Placing").

Rationale for the Placing and use of proceeds

Having substantially committed the proceeds of the Company's asset recycling that has taken place since January 2017, as well as the equity fund raises completed last year, the Company has identified further acquisition opportunities offering an attractive mix of stable income and value add potential. The target portfolio of assets comprises a total of 5 assets (3 of which have been identified with the remaining 2 to be identified) which potentially could be acquired for approximately €77 million including acquisition costs. The target portfolio has an EPRA net initial yield of around 7.3% and vacancy relating to the 3 assets identified of around 17%. The Placing is expected to be earnings accretive when fully invested.

Andrew Coombs, Chief Executive of Sirius, said, "The portfolio assets offer an attractive combination of a stable income stream together with excellent scope to create additional value and will fit well within our existing portfolio. We are therefore pleased to be putting forward this opportunity to shareholders in the confidence that it will support an increase in the total returns Sirius can generate."

Details of the Placing

The Placing is being conducted through an accelerated bookbuild to institutional and other investors (the "Bookbuild") which will be launched immediately following this announcement. Berenberg, Peel Hunt and PSG Capital are acting as joint bookrunners (the "Joint Bookrunners") in connection with the Placing. The Bookbuild will open with immediate effect following this announcement. The number of Placing Shares and the price at which the Placing Shares are to be placed will be agreed by the Joint Bookrunners and the Company at the close of the Bookbuild. The timing of the closing of the Bookbuild, pricing and allocations are at the discretion of the Joint Bookrunners and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. Details of the number of Placing Shares and pricing will be announced as soon as practicable after the close of the Bookbuild.

In the event that any of the acquisitions referred to above do not occur, the Company intends to use the net proceeds of the Placing for potential alternative acquisitions. 

The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement, such announcement and the Appendix together being this "Announcement").

The Placing Shares, and assuming all are placed, when issued, are expected to represent approximately 6% per cent of the Company's existing issued share capital. 

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Application will be made for the Placing Shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange, and to the main board of the Johannesburg Stock Exchange ("JSE") (together "Admission"). 

Admission is expected to take place at commencement of trade on 28 March 2018 (or such later date as may be agreed between the Company and the Joint Bookrunners). The Placing is conditional upon, amongst other things, Admission becoming effective. The Placing is also conditional on the agreement between the Company and the Joint Bookrunners not being terminated in accordance with its terms.

Your attention is drawn to the Appendix, which sets out further information relating to the Bookbuild and the terms and conditions of the Placing (other than the Placing in South Africa).

By choosing to participate in the Placing (other than the Placing in South Africa) 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 entirety 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.

The Placing in South Africa shall take place in accordance with and subject to the terms and conditions set out and contained within the irrevocable undertaking that will be provided to invited placees by PSG Capital.

Current Trading

The Company is trading in line with market expectations for the period ending 31 March 2018. The Company expects to release a trading statement in April before releasing full year results in June.

-Ends-

Enquiries:

Sirius Andrew Coombs, CEO Alistair Marks, CFO	[phone]
Berenberg (UK Joint Broker and Bookrunner) Chris Bowman Toby Flaux Marie Stolberg	[phone]
Peel Hunt (UK Joint Broker and Bookrunner) Capel Irwin Carl Gough Harry Nicholas	[phone]
PSG Capital (South Africa Broker and Bookrunner) Willie Honeyball Johannes Human Thulani Madinginye	[phone]
Novella (Financial PR) Tim Robertson Toby Andrews	[phone]

The Appendices set out further information relating to the Placing and the terms and conditions of the Placing.

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

Important Notice

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), is authorised by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation by the Financial Conduct Authority. Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the Financial Conduct Authority.  Each of Berenberg and Peel Hunt is acting solely for the Company in relation to the Bookbuild and no-one else and neither Berenberg nor Peel Hunt will be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

PSG Capital Proprietary Limited ("PSG Capital") is acting solely for the Company in relation to the Bookbuild in South Africa and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of PSG Capital nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale in the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada or Japan or any other jurisdiction into which the publication or distribution would be unlawful.

This announcement is for information purposes only and does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares in the United States or to US Persons (as such term is defined in the Securities Act, Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

No public offering of the shares referred to in this announcement is being made in Australia, Canada or Japan or any other jurisdiction in which such public offering would be unlawful.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the current intentions, beliefs or expectations of the directors ("Directors") of the Company concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.

These forward-looking statements speak only as at the date of this document. Save as required by applicable law or regulation, or by the Listing Rules, Prospectus Rules, the Disclosure and Transparency Rules and the JSE Listing Requirements, none of the Company, its agents, employees or advisers undertakes any obligation to update or revise any forward-looking or other statements, whether as a result of any change in the Directors' expectations or to reflect events, conditions or circumstances after the date of this announcement or otherwise and none of the Company, Berenberg, Peel Hunt or PSG Capital or their respective directors, officers, employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this document or to correct any inaccuracies in any such information which may become apparent or to provide you with additional information.

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 has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Berenberg, Peel Hunt or PSG Capital or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The contents of this announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. Each placee should consult with its own advisers as to legal, tax, business and related aspects of an acquisition of Placing Shares.

Members of the public are not eligible to take part in the Placing. This announcement is addressed only to and directed only at: (a) persons in the United Kingdom who are 'Qualified Investors' falling within the meaning of article 2(1)(e) of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in the UK) who (i) have professional experience in matters relating to investments falling within article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) fall within article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc") of the Order; or (b) persons to whom it may otherwise be lawfully communicated. Insofar as this announcement relates to investors in South Africa, it is directed only at persons in South Africa who (i) fall within the categories of persons set out in section 96(1)(a) of the South African Companies Act, 2008  or (ii) subscribe for Placing Shares for a minimum acquisition cost of R1 000 000 for single addressee acting as principal, as envisaged in section 96(1)(b) of the South African Companies Act, 2008 (such persons being referred to as "South-African Eligible Investors"). All such persons in contemplated in (a) or (b) and the South-African Eligible Investors are together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relates is available only to and will be engaged in only with Relevant Persons.

By participating in the Bookbuild, placees and prospective placees will be deemed to have read and understood this announcement in its entirety.

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.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

For Invited Placees only - Important Information

1.         Status of this document and this Appendix

This Appendix comprises the terms and conditions of the Placing (other than the South Africa Placing) as described and announced by the public announcement contained within the pages preceding this Appendix (Announcement). The South Africa Placing shall take place in accordance with and subject to the terms and conditions set out and contained within the PSG Irrevocable Undertaking.

Various dates referred to in this document are stated on the basis of the expected timetable for the Placing.  It is possible that some of these dates may be changed.  The expected date for Admission is 28 March 2018 and, in any event, the latest date for Admission is 29 March 2018 (the Long Stop Date).

Terms defined elsewhere in this document have the same meaning in this Appendix, unless the context requires otherwise. In this Appendix the following further terms have the following meaning:

Berenberg means Joh. Berenberg, Gossler & Co. KG, London Branch (a German law limited partnership registered in the City of Hamburg, Germany, under registration number HRA 42659) whose principal address in the United Kingdom is at 60 Threadneedle Street, London EC2R 8HP

Berenberg Person means any person being (i) Berenberg or any shareholder or employee of Berenberg, (ii) an undertaking which is a subsidiary undertaking of Berenberg, (iii) a parent undertaking of Berenberg or (other than Berenberg) a subsidiary undertaking of any such parent undertaking, or (iv) a director, partner, officer or employee of any such person

Berenberg Placed Shares means Ordinary Shares to be subscribed for by Berenberg Placees

Berenberg Placees means persons for whom Berenberg, along with Peel Hunt, is the bookrunner in the UK Placing and who are to subscribe, subject to the Conditions, for the Berenberg Placed Shares pursuant to these terms and conditions

Bookrunners means Berenberg and Peel Hunt, acting as joint bookrunners (but on a several basis) in respect of the UK Placing, and PSG Capital, acting as sole bookrunner in respect of the South Africa Placing, or any of them as the context may require or permit

FCA means the UK Financial Conduct Authority

FCA Rules means the FCA Handbook of Rules and Guidance

FSMA means the Financial Services and Markets Act 2000

Listing Rules means the Listing Rules published by the FCA under the authority of FSMA and forming part of the FCA Rules, each as amended from time to time

MAR means Regulation (EU) No 596/2014 of the European Parliament and the Council, as effective on 3 July 2016 and as amended from time to time, including any and all implementing and/ or technical standards issued thereunder and any guidelines, guidance, rules or further regulations issued from time to time in connection therewith by the European Securities and Markets Authority, the FCA or the London Stock Exchange

Ordinary Shares means ordinary shares of no par value in the capital of the Company

Peel Hunt means Peel Hunt LLP (incorporated in England with number OC357088 as a limited liability partnership) whose registered office is at Moor House, 120 London Wall, London EC2Y 5ET  and Peel Hunt Person means any person being (i) Peel Hunt or any member (partner) of Peel Hunt, (ii) an undertaking which is a subsidiary undertaking of Peel Hunt, (iii) a parent undertaking of Peel Hunt or (other than Peel Hunt) a subsidiary undertaking of any such parent undertaking, or (iv) a director, partner, officer or employee of any such person

Peel Hunt Placed Shares means Ordinary Shares to be subscribed for by Peel Hunt Placees

Peel Hunt Placees means persons for whom Peel Hunt, along with Berenberg, is the bookrunner in the UK Placing and who are to subscribe, subject to the Conditions, for the Peel Hunt Placed Shares pursuant to these terms and conditions

Placees means together the Peel Hunt Placees, the Berenberg Placees and PSG Placees

Placing means (together or individually as the context requires) the UK Placing and the South Africa Placing

Placing Agreement means the agreement of even date made among the Company, Berenberg and Peel Hunt in respect of the UK Placing

Placing Shares means (together or individually as the context requires) the Peel Hunt Placed Shares, the Berenberg Placed Shares and the PSG Placed Shares

Placing Price means the price per Placing Share to be determined by the Company, Peel Hunt and Berenberg at the close of the UK Placing

Prospectus Rules means the Prospectus Rules published by the FCA under the authority of FSMA and forming part of the FCA Rules, each as amended

PSG Capital means PSG Capital Proprietary Limited of 1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, South Africa, the bookrunner to the Company in respect of the PSG Capital Shares

PSG Irrevocable Undertaking means the irrevocable undertaking in the agreed form pursuant to which PSG Placees agree to subscribe for PSG Placed Shares

PSG Placed Shares means Ordinary Shares to be subscribed for by PSG Placees

PSG Placees means persons who are to subscribe for PSG Placed Shares pursuant to the PSG Irrevocable Undertaking

South Africa Placing means the placing by way of subscription for the PSG Placed Shares pursuant to the PSG Irrevocable Undertaking for which PSG Capital has been appointed sole bookrunner

UK Placing means the placing to take place by way of accelerated bookbuild for which Peel Hunt and Berenberg have been appointed joint bookrunners (but on a several basis) in respect of Peel Hunt Placees and the Berenberg Placees (as the case may be)

2.         Placing

Berenberg and Peel Hunt are acting as the Company's placing agents and bookrunners in respect of the UK Placing and PSG Capital is acting as the Company's placing agent and bookrunner in respect of the South Africa Placing. The Bookrunners in agreement with the Company will determine the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee.

Each Placee in the UK Placing will be required to pay to the Bookrunner to whom it confirmed its participation in the UK Placing, on the Company's behalf, the Placing Price as the subscription sum for each Placing Share that it is required to subscribe for in accordance with these terms set out in or referred to in this Appendix.  Each Placee's obligation to subscribe and pay for Placing Shares under the UK Placing will be owed to each of the Company and the Bookrunner to whom it confirmed its participation in the UK Placing.  Each Placee will be deemed to have read this Appendix in its entirety.  No Peel Hunt Person or Berenberg Person will have any liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.

3.         Participation and settlement

Participation in the UK Placing is only available to persons who are invited to participate in it by Berenberg or Peel Hunt, as the case may be.

A Placee's commitment to subscribe for Placing Shares will be agreed orally (or, if agreed previously, may be confirmed orally) and such agreement, whenever made, will constitute a legally binding commitment on such Placee's part to subscribe for such number of Placing Shares at the Placing Price so confirmed by that Placee and on the terms and subject to the conditions set out or referred to in this Appendix and subject to the Company's constitution.

After a Placee enters into such agreement, Berenberg or Peel Hunt, in respect of the UK Placing, will send a written confirmation to the Placee confirming, among other things:

(a)        the number of Placing Shares comprised in its Placing participation;

(b)        the details of the bank or CREST account into which the Placee is to pay the full amount of the subscription monies payable for such Placing Shares; and

(c)        the expected timetable for the Placing including (i) the expected "trade date", and (ii) the expected "settlement date".

All such times and dates will be subject to amendment at the Bookrunners' discretion, except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date.

A settlement instruction form will accompany each written confirmation and, on receipt, should be completed and returned in accordance with the instructions on it and by the time and date stated in it.

Settlement of transactions in the UK Placing will take place INSIDE the CREST system.

A Placee whose Placing Shares are to be delivered to a custodian or settlement agent should ensure that the written confirmation is copied and delivered immediately to the appropriate person within that organisation.

Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this document and on the terms contained in it.

4.         Placing Agreement

Pursuant to the Placing Agreement each of Berenberg and Peel Hunt have agreed, on a conditional basis, to use their respective reasonable endeavours as agent of the Company to procure subscribers at the Placing Price for Berenberg Placed Shares or Peel Hunt Placed Shares, as the case may be. The Placing will not be underwritten.

5.         Placing conditions

The Placing is conditional on, among other things, (i) the subscription for the Placing Shares becoming unconditional (save for any condition as to Admission or to the Placing Agreement becoming unconditional), (ii) the Placing Agreement not being terminated in accordance with its terms, (iii) the announcement to which these terms and conditions are appended and the announcement of the results of the Placing being released via the regulatory news service of the London Stock Exchange on 20 March 2018; and (iv) the Placing Agreement becoming unconditional in all other respects.

Berenberg and Peel Hunt have reserved the right to waive or extend the time and or date for the fulfilment of any of the conditions in the Placing Agreement to a time no later than 5.00 p.m. on the Long Stop Date.

If any condition in the Placing Agreement is not fulfilled or waived by the relevant time, the Placing will lapse and each Placee's rights and obligations in respect of the Placing will cease and terminate at such time.

The Placing Agreement may be terminated by Berenberg and Peel Hunt at any time prior to Admission in certain circumstances including, among other things, following a material breach of the Placing Agreement by the Company or the occurrence of certain force majeure events.  The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by Berenberg and Peel Hunt whether or not to extend the time for satisfaction of any condition in the Placing Agreement or whether or not to enter into the Placing Agreement will be within the absolute discretion of Berenberg and Peel Hunt. Berenberg and Peel Hunt will not have any liability to any Placee or to anyone else in respect of any such termination, waiver or extension or any decision to exercise or not to exercise any such right of termination, waiver or extension.

6.         Payment default

A Placee's entitlement to receive any Placing Shares under the UK Placing will be conditional on the receipt by Berenberg or Peel Hunt, as the case may be, of payment in full for such shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as Berenberg and Peel Hunt may in their absolute discretion determine, and otherwise in accordance with that confirmation's terms.

If any Placee in the UK Placing fails to make such payment by the required time for any Placing Shares (1) the Company may release itself, and (if at its absolute discretion it decides to do so) will be released from, all obligations it may have to allot and/or issue any such Placing Shares to such Placee or at its direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent permitted under its constitution or by law and to the extent that such Placee then has any interest in or rights in respect of any such shares, (3) the Company or, as applicable, Berenberg or Peel Hunt, as the case may be, may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company (i) any amount up to the total amount due to the Company as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (ii) any amount required to cover any stamp duty or stamp duty reserve tax arising on the sale, and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by the relevant one of them in respect of such sale, and (4) such Placee will remain liable to the Company and to Berenberg or Peel Hunt, as the case may be, for the full amount of any losses and of any costs which the relevant one of them may suffer or incur as a result of the relevant one of them (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it.  Interest may be charged in respect of payments not received by Berenberg or Peel Hunt for value by the required time referred to above at the rate of two percentage points above the base rate of Barclays Bank plc.

7.         Placees' warranties and undertakings to the Company, Berenberg and Peel Hunt

By agreeing with Berenberg or Peel Hunt, as the case may be, to subscribe for Placing Shares under the UK Placing a Placee (and any person acting on a Placee's behalf) will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and Berenberg or Peel Hunt, as the case may be (in their capacity as placing agent), in each case as a fundamental term of such Placee's acceptance of its participation in the UK Placing and of the Company's obligation to allot and/or issue any Placing Shares to it or at its direction, that:

(a)        it agrees to and accepts all the terms set out in this Appendix;

(b)        its rights and obligations in respect of the Placing will terminate only in the circumstances referred to in this Appendix and will not be subject to rescission or termination by it in any circumstances;

(c)        the Announcement is within the sole responsibility of the Company;

(d)        it has not been, and will not be, given any warranty or representation in relation to Placing Shares or to the Company or to any other member of its Group in connection with the Placing, other than as included in the Announcement by the person(s) responsible for the Announcement;

(e)        it has not relied on any representation or warranty in reaching its decision to subscribe for Placing Shares under the UK Placing, save as given or made by the Company as referred to in the previous paragraph;

(f)         it is not a client of Berenberg or Peel Hunt, as the case may be, in relation to the Placing and Berenberg or Peel Hunt, as the case may be, is not acting for it in connection with the Placing and will not be responsible to it in respect of the Placing for providing protections afforded to its clients;

(g)        it has not been, and will not be, given any warranty or representation by any Berenberg Person or Peel Hunt Person, as the case may be, the Company or any other member of its Group in relation to any Placing Shares and no Berenberg Person or Peel Hunt Person, as the case may be, will have any liability to it for any information contained in the Announcement or which has otherwise been published by the Company or for any decision by it to participate in the UK Placing based on any such information or on any other information provided to it;

(h)        it will pay the full subscription amount at the Placing Price as and when required in respect of all Placing Shares for which it is required to subscribe under its participation in the UK Placing and will do all things necessary on its part to ensure that payment for such shares and their delivery to it or at its direction is completed in accordance with the certificated settlement instructions that it has (or puts) in place with Berenberg or Peel Hunt, as the case may be;

(i)         it is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2017) and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and it will provide promptly to Berenberg or Peel Hunt, as the case may be, such evidence, if any, as to the identity or location or legal status of any person which Berenberg or Peel Hunt, as the case may be, may request from it in connection with the Placing (for the purpose of complying with any such laws or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Berenberg or Peel Hunt, as the case may be, on the basis that any failure by it to do so may result in the number of Placing Shares that are to be allotted and/or issued to it or at its direction pursuant to the UK Placing being reduced to such number, or to nil, as Berenberg and Peel Hunt may decide in their absolute discretion;

(j)         it has complied and will comply with all applicable provisions of FSMA with respect to anything done or to be done by it in relation to any Placing Shares in, from or otherwise involving the United Kingdom and it has not made or communicated or caused to be made or communicated, and it will not make or communicate or cause to be made or communicated, any "financial promotion" in relation to Placing Shares in contravention of section 21 of FSMA;

(l)         it is acting as principal only in respect of the UK Placing, as the case may be, 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 Berenberg or Peel Hunt, as the case may be, for the performance of all its obligations as a Placee in respect of the UK 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" as defined at Article 2.1(e)(i) of Directive 2003/71/EC (known as the Prospectus Directive) 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 of transferable securities on his behalf without reference to him;

(m)       for the purposes of the product governance requirements contained within EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"), Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II, and any local implementing measures (together, the "MiFID II Product Governance Requirements"), if it is acting as a "distributor" for the purposes of the MiFID II Product Governance Requirements then (i) it acknowledges that any target market assessment undertaken 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, and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels; (ii) notwithstanding any target market assessment undertaken, it confirms that it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Placing Shares and that it has considered the compatibility of the risk/reward profile of such Placing Shares with the end target market; and (iii) it acknowledges that the price of the Company's shares may decline and investors could lose all or part of their investment and that such shares offer no guaranteed income and no capital protection and an investment in the Company's 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;

(n)        nothing has been done or will be done by it in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any shares in the capital of the Company in accordance with FSMA or the UK Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;

(o)        (i) it is not, and is not acting in relation to the Placing as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares or other securities at a rate in excess of 0.5% (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and clearance services), and the allocation, allotment, issue and/or delivery to it, or any person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any such section, (ii) the person whom it specifies for registration as holder of Placing Shares will be the Placee or the Placee's nominee, and (iii) neither Berenberg or Peel Hunt, as the case may be, nor the Company will be responsible to it or anyone else for any liability to pay stamp duty or stamp duty reserve tax resulting from any breach of, or non-compliance, with this paragraph;

(p)        it will not treat any Placing Shares in any manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of its participation in the UK Placing will contravene any legislation applicable in any territory or jurisdiction in any respect or cause the Company or Berenberg or Peel Hunt, as the case may be, to contravene any such legislation in any respect;

(q)        (applicable terms and expressions used in this paragraph have the meanings that they have in Regulation S made under the US Securities Act) (i) the Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any State of or other jurisdiction within the United States, (ii) the Placing Shares may not be offered or sold, resold, or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US person (as defined in Regulation S under the US Securities Act), (iii) it is acquiring the Placing Shares in an "offshore transaction" as defined in and in accordance with Regulation S under the Securities Act, (iv) it will not be subscribing for Placing Shares with a view to resale in or into the United States, and (v) it will not distribute this document or any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any US person;

(r)         Berenberg or Peel Hunt, as the case may be, may (at their absolute discretion) satisfy their respective obligations to procure Placees by agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any other the Berenberg Person or Peel Hunt Person, as the case may be, or any person associated with any Berenberg Person or Peel Hunt Person, as the case may be, to do so;

(s)        time is of the essence as regards its obligations under this Appendix;

(t)         this Appendix and any contract which may be entered into between it and Berenberg or Peel Hunt, as the case may be, and/or the Company pursuant to this Appendix or the UK Placing, and all non-contractual obligations arising between you and Berenberg or Peel Hunt, as the case may be, and/or the Company in respect of the UK Placing, will be governed by and construed in accordance with the laws of England, for which purpose it submits (for 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 or relating to this Appendix or such contract, except that each of the Company and Berenberg or Peel Hunt, as the case may be, will have the right to bring enforcement proceedings in respect of any judgement obtained against such Placee in the English courts or in the courts of any other relevant jurisdiction;

(u)        each right or remedy of the Company or Berenberg or Peel Hunt, as the case may be, provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;

(v)         any document that is to be sent to it in connection with the UK Placing will be sent at its risk and may be sent to it at any address provided by it to Berenberg or Peel Hunt, as the case may be;

(w)        nothing in this Appendix will exclude any liability of any person (i) for any contents of the Announcement in its final form as a result of such person being responsible for such contents pursuant to the Listing Rules or MAR or (ii) for fraud on its part, and all times and dates in this Appendix are subject to amendment at the discretion of Berenberg or Peel Hunt, as the case may be, except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date; and

(x)        none of its rights or obligations in respect of the UK Placing is conditional on any other person agreeing to subscribe for any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing will effect any of its obligations in respect of the Placing.

 

END

 

 

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