Proposed placing - re-investment of Final Dividend
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
LEI:213800QGNIWTXFMENJ24
For immediate release
3 June 2020
SSP Group plc
Proposed placing of ordinary shares for re-investment of 2019 Final Dividend
SSP Group plc ("SSP", or the "Company"), a leading operator of food and beverage outlets in travel locations worldwide today announces its intention to conduct a non‑pre‑emptive placing of new ordinary shares (the "Placing Shares" ) of 1 17/200 pence each in the capital of the Company (the "Placing").
SSP's final dividend of 6.0 pence per ordinary share (the "2019 Final Dividend") that was voted on and approved by SSP's shareholders at the Company's AGM on 26 February 2020, with a record date of 6 March 2020, will be paid on 4 June 2020.
The rationale for the Placing is to allow those persons that are beneficially entitled to the 2019 Final Dividend ("Entitled Investors") to re-invest their 2019 Final Dividend back in to the Company. As such, participation in the Placing is limited to certain Entitled Investors.
In addition, in conjunction with the Placing, certain directors and members of the senior management team of the Company ("Subscribers") intend to re-invest all or part of their entitlement (and the entitlement of persons closely associated with them) to the 2019 Final Dividend and subscribe (the "Subscription") for new ordinary shares in the capital of the Company (the "Subscription Shares") at the Placing Price (as defined below).
In addition to the Placing and the Subscription, a separate offer of new ordinary shares in the capital of the Company (the "Retail Offer Shares") at the Placing Price (as defined below) will be made by the Company on the PrimaryBid platform (the "Retail Offer") to provide retail investors who are beneficially entitled to the Final Dividend (including any retail investor who is beneficially entitled to the Final Dividend in circumstances where a financial intermediary (as that term is used in Article 2(d) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation")), a custodian, a nominee, a trustee or another person, in each case, is legally entitled to the 2019 Final Dividend) with an opportunity to participate alongside the Placing. A separate announcement will be made shortly regarding the Retail Offer and its terms.
Together, the total proceeds from the Placing Shares, Subscription Shares and the Retail Offer will not exceed £26.8 million, being the total value of the 2019 Final Dividend.
The Placing will be conducted through an accelerated bookbuilding process (the "Bookbuilding Process" ) which will be launched immediately following this announcement. The Placing is subject to the terms and conditions set out in Appendix 1 to this announcement (which forms part of this Announcement, such announcement and its Appendices together being this "Announcement" ). The Subscription Shares will be subscribed for on the basis agreed pursuant to subscription letters entered into between the Company and the Subscribers, rather than pursuant to the terms and conditions of the Placing contained in Appendix 1 to this Announcement.
Reasons for the Placing
SSP announced in its trading update on 25 March 2020 that it was deferring the payment of its 2019 Final Dividend to 4 June 2020 and that it would engage with its shareholders in order to retain this cash in the business. SSP has engaged with shareholders and has assessed various options including cancelling, requesting waivers and further deferral of the 2019 Final Dividend payment. In light of the circumstances around the timing and approval of SSP's 2019 Final Dividend at the Company's Annual General Meeting on 26 February 2020 many of the options proved to be unachievable.
Following further engagement with shareholders and with the continued aim of retaining cash within SSP, the Company is today conducting the Placing, Subscription and Retail Offer to raise up to a maximum value of £26.8 million to offset the cash outflow from the payment of the 2019 Final Dividend. The Placing is solely intended for Entitled Investors in respect of the 2019 Final Dividend payment that will be paid on 4 June 2020 and offers an opportunity to reinvest their cash dividend back in the business. Entitled Investors are not permitted to apply for an allocation in the Placing that exceeds the value of their 2019 Final Dividend entitlement.
The proceeds from the Placing will allow for a proportion of the 2019 Final Dividend payment (approximately £26.8 million) to be effectively retained in the business and further enhance the Company's cash and liquidity position during this period of unprecedented disruption in the global travel market as a result of the COVID-19 outbreak.
SSP acknowledges that it recently undertook a non-pre-emptive placing to raise approximately £216 million which resulted in the issuance of approximately 86.5 million new ordinary shares. Participation in the Placing will be limited to Entitled Investors and allocations will be capped at the value of Entitled Investors' 2019 Final Dividend entitlement. The price at which the Placing Shares are to be placed (the "Placing Price" ) will be equal to the mid-market closing price of SSP's ordinary shares on 3 June 2020.
Details of the Placing
Barclays Bank PLC, acting through its investment bank ("Barclays") is acting as global co-ordinator and bookrunner, with Barclays also providing certain sponsor services to the Company, in connection with the Placing. For the avoidance of doubt, Barclays is playing no role in connection with the Retail Offer.
The Placing is subject to the terms and conditions set out in the Appendix 1 to this Announcement.
Barclays will commence the Bookbuilding Process and the book will open with immediate effect following this Announcement. The book will close at 4.00pm BST on 3 June 2020, allocations to Entitled Investors are at the absolute discretion of Barclays and the Company. The Placing Price will be equal to the mid-market closing price of SSP's ordinary shares on 3 June 2020. Confirmation of the Placing Price and the number of Placing Shares will be announced as soon as practicable on 4 June 2020, along with allocations.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, the Subscription Shares and the Retail Offer Shares, including, without limitation, the right to receive any future dividends and other distributions declared, made or paid after the date of issue (other than the 2019 Final Dividend).
To permit the Placing, Barclays, J.P. Morgan Securities plc, Goldman Sachs International and HSBC Bank plc have waived the 180-day lock-up arrangement put in place at the time of the placing of ordinary shares in the capital of the Company completed on 25 March 2020.
Members of the public are not eligible to take part in the Placing. Only persons whose ordinary activities involve them acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are both: (a)(i) if in a Member State of the European Economic Area, persons who are qualified investors ("Qualified Investors"), being persons falling within the meaning of Article 2(e) of the Prospectus Regulation, or (ii) if in the United Kingdom, Qualified Investors who are (x) persons who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (y) persons who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order, or (iii) persons to whom it may otherwise lawfully be communicated (all such persons referred to in (a)(i), (ii) and (iii) above together being "Relevant Persons"); and (b)persons who are beneficially entitled to the 2019 Final Dividend which is payable to holders whose names appeared on the Company's register of members at 6.00 p.m. on 6 March 2020.
The Company and Barclays may, in their absolute discretion, permit a financial intermediary (as that term is used in Article 2(d) of the Prospectus Regulation), a custodian, a nominee, a trustee or another person, in each case, who is a Relevant Person and legally but not beneficially entitled to the Final Dividend (each a "Legally Entitled Person") to acquire or subscribe for new Ordinary Shares at the Placing Price using some or all of the Final Dividend to which it is legally entitled. If the Company and Barclays exercise the aforementioned discretion, the Company and Barclays reserve the right, in their absolute discretion, to: (a) determine what form the relevant Legally Entitled Person's acquisition of or subscription for new Ordinary Shares will take, and (b) require that Legally Entitled Person to provide such information to the Company and Barclays and do all such things as the Company and Barclays may require to be provided and done in connection with the acquisition or subscription and to give such representations, warranties, acknowledgements and undertakings as they may require including those set out in the Appendix hereto.
Prospective investors who are not Relevant Persons are not eligible to take part in the Placing.
Applications will be made (i) to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares, the Subscription Shares and the Retail Offer Shares to the premium listing segment of the Official List; and (ii) to London Stock Exchange plc (the "London Stock Exchange") for admission of such shares to trading on its main market for listed securities (together, "Admission" ).
Settlement for the Placing Shares, the Subscription Shares and the Retail Offer Shares and Admission are expected to take place on or before 8.00 a.m. on 8 June 2020. The Placing is conditional upon, among other things, Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company and Barclays (the "Placing Agreement" ) not being terminated in accordance with its terms. Appendix 1 to this Announcement sets out further information relating to the terms and conditions of the Placing.
CONTACTS
SSP
Investor and analyst enquiries:
Sarah John, Corporate Affairs Director, SSP Group plc
+44 (0) 203 714 5251; E-mail: sarah.john@ssp-intl.com
Barclays (Global Coordinator and Joint Corporate Broker)
Ben West; E-mail: ben.west@barclays.com
Jon Bone; E-mail: jon.bone@barclays.com
Powerscourt - Media enquiries
Peter Ogden, Lisa Kavanagh
+44 (0) 2072501446; E-mail: ssp@powerscourt-group.com
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
IMPORTANT NOTICES
No action has been taken by the Company, Barclays or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the securities referred to herein or possession or distribution of this Announcement or any other offering or publicity material relating to the securities referred to herein in any jurisdiction where action for that purpose is required.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.
The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. The securities referred to herein are, subject to certain exceptions, being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. No public offering of securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this Announcement, will not be accepted.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the securities referred to herein and the securities referred to herein have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. Accordingly, the securities referred to herein may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa, or Japan or any other jurisdiction in which such activities would be unlawful.
By participating in the Bookbuilding Process and the Placing, each person who is invited to and who chooses to participate in the Placing (each a "Placee") by making an oral and legally binding offer to subscribe for and acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in the Appendices to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendices to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors and Barclays each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules, MAR, the DTRs, the rules of the London Stock Exchange or the FCA.
Barclays is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA. Barclays is acting exclusively for the Company and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement. Barclays will not regard any other person as its client in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement (including, for the avoidance of doubt, the Retail Offer).
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 Barclays or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing or the Retail Offer. 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. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. Prospective investors should note that the connection with the 2019 Final Dividend entitlement may cause the tax treatment of the acquisition of any securities referred to herein to differ from other placings and also that tax may remain chargeable in respect of the 2019 Final Dividend even if the proceeds are applied in acquiring any securities referred to herein.
Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
The securities referred to herein to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Barclays will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Appendix 1
Terms and Conditions of the Placing for invited placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE BOTH: (A)(I) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"), OR (II) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE (X) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (Y) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A)(I), (II) AND (III) ABOVE TOGETHER BEING "RELEVANT PERSONS"); AND (B) PERSONS WHO ARE BENEFICIALLY ENTITLED TO THE FINAL DIVIDEND OF 6.0 PENCE PER ORDINARY SHARE FOR THE YEAR ENDED 30 SEPTEMBER 2019 APPROVED BY SHAREHOLDERS OF THE COMPANY ON 26 FEBRUARY 2020 (THE "FINAL DIVIDEND") WHICH IS PAYABLE TO HOLDERS WHOSE NAMES APPEARED ON THE COMPANY'S REGISTER OF MEMBERS AT 6.00 P.M. ON 6 MARCH 2020 ("DIVIDEND ENTITLED PERSONS", AND DIVIDEND ENTITLED PERSONS WHO ARE ALSO RELEVANT PERSONS BEING "QUALIFYING PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT QUALIFYING PERSONS AND/OR RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO QUALIFYING PERSONS AND/OR RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH QUALIFYING PERSONS AND/OR RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS, THE PLACING IS BEING MADE OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, THE UNITED STATES ANY RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States, any Restricted Territory (as defined below) or in any jurisdiction where such offer or solicitation is unlawful. No public offering of securities will be made in connection with the Placing in the United Kingdom, the United States, any Restricted Territory (as defined below) or elsewhere.
This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, the Republic of South Africa or Japan or in any jurisdiction in which such publication or distribution is unlawful (each a "Restricted Territory"). The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, by Barclays or by any of their respective Affiliates or agents which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and Barclays to inform themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.
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 Barclays or any of its Affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.
Barclays is acting exclusively for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
None of the Company, Barclays or their respective Affiliates or agents makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for and acquire Placing Shares has been given will (i) be deemed to have read and understood this Announcement, in its entirety; and (ii) be making such offer on the terms and conditions contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings set out herein.
In particular, except for Legally Entitled Persons (for whom the section entitled "Additional representations, warranties, acknowledgements and undertakings by Legally Entitled Persons in respect of whom the Company and Barclays exercise their discretion to permit to participate in the Placing" below applies), each such Placee represents, warrants and acknowledges that:
(a) it is a Qualifying Person (being both a Relevant Person and a Dividend Entitled Person), is legally entitled to the Final Dividend and undertakes that it will acquire, hold, manage and/or dispose of any Placing Shares that are allocated to it for the purposes of its business;
(b) the aggregate monetary value of the Placing Shares for which it has agreed or will agree to subscribe at the price per Placing Share which is to be the mid-market closing price per Ordinary Share on 3 June 2020 as derived from the London Stock Exchange's Daily Official List (the "Placing Price") is no more than the aggregate monetary value of the Final Dividend to which it is legally and/or beneficially entitled;
(c) it is and, at the time the Placing Shares are acquired, will be, subject to certain exceptions, (i) outside the United States and is acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act ("Regulation S"), or (ii) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act who has executed an Investor Representation Letter in the form provided to it and delivered the same to Barclays (in its capacity as bookrunner and placing agent of the Company in respect of the Placing);
(d) it is acting on behalf of itself and no one else in connection with the Placing and has full power and authority to make the representations, warranties, agreements and acknowledgements herein; and
(e) if it is acting as a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation, it understands the resale and transfer restrictions set out in this Appendix and that any Placing Shares acquired 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 circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to Qualified Investors or in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of Barclays has been given to each such proposed offer or resale.
If the Company and Barclays exercise their discretion to permit a financial intermediary (as that term is used in Article 2(d) of the Prospectus Regulation), a custodian, a nominee, a trustee or any other person, in each case, who is a Relevant Person and legally but not beneficially entitled to the Final Dividend (each a "Legally Entitled Person") to acquire or subscribe for new Ordinary Shares at the Placing Price using some or all of the Final Dividend to which it is legally entitled. If the Company and Barclays exercise the aforementioned discretion, the Company and Barclays reserve the right, in their absolute discretion, to: (a) determine what form the relevant Legally Entitled Person's acquisition of or subscription for new Ordinary Shares will take, and (b) require that Legally Entitled Person to provide such information to the Company and Barclays and do all such things as the Company and Barclays may require to be provided and done in connection with the acquisition or subscription and to give such representations, warranties, acknowledgements and undertakings as they may require including those set out below in the section entitled "Additional representations, warranties, acknowledgements and undertakings by Legally Entitled Persons in respect of whom the Company and Barclays exercise their discretion to permit to participate in the Placing".
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at in Appendix 2.
Bookbuild
Following this Announcement, Barclays will commence a bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees (who, for the avoidance of doubt, must be Qualifying Persons, except where the Company and Barclays exercise their discretion to permit a Legally Entitled Person to participate in the Placing). No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect. Members of the public are not entitled to participate in the Placing. Only Qualifying Persons who, where required to do so, provide evidence (in terms reasonably satisfactory to the Company and Barclays) that they are Dividend Entitled Persons, and of the aggregate monetary value of the Final Dividend to which they are beneficially entitled, may participate in the Placing (unless the Company and Barclays exercise their discretion to permit a Legally Entitled Person to participate in the Placing). This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
Details of the Placing Shares and of the Placing Agreement
The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares (other than treasury shares which are non-voting and do not qualify for dividends), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue other than Final Dividend which is payable to holders whose names appeared on the Company's register of members at 6.00 p.m. on 6 March 2020. The Placing Shares will be issued free of any encumbrances, liens or other security interests.
The Placing will be effected by way of a placing of new Ordinary Shares in the Company to Qualifying Persons. For the avoidance of doubt, the Placing Shares are not being offered to Legally Entitled Persons (even if they are Relevant Persons).
DESPITE ANY OTHER PROVISION OF THIS ANNOUNCEMENT, THE COMPANY AND BARCLAYS RESERVE THE RIGHT TO PERMIT ANY LEGALLY ENTITLED PERSON TO PARTICIPATE IN THE PLACING IF: (A) SUCH PERSON PROVIDES EVIDENCE (IN TERMS REASONABLY SATISFACTORY TO THE COMPANY AND BARCLAYS) THAT IT IS LEGALLY ENTITLED TO THE FINAL DIVIDEND, (B) SUCH PERSON PROVIDES CERTAIN ADDITIONAL INFORMATION TO THE COMPANY AND BARCLAYS AS THE COMPANY AND BARCLAYS REQUIRE IN THE CIRCUMSTANCES, INCLUDING THE REPRESENTATIONS, WARRANTIES, ACKNOWLEDGEMENTS AND UNDERTAKINGS SET OUT BELOW IN THE SECTION ENTITLED "ADDITIONAL REPRESENTATIONS, WARRANTIES, ACKNOWLEDGEMENTS AND UNDERTAKINGS BY LEGALLY ENTITLED PERSONS IN RESPECT OF WHOM THE COMPANY AND BARCLAYS EXERCISE THEIR DISCRETION TO PERMIT TO PARTICIPATE IN THE PLACING", AND (C) THE COMPANY AND BARCLAYS IN THEIR ABSOLUTE DISCRETION ARE SATISFIED THAT SUCH PERSON IS ACTING ON BEHALF OF ONE OR MORE DIVIDEND ENTITLED PERSONS ONLY.
Barclays is acting as sole global coordinator and sole bookrunner in connection with the Placing. Barclays has entered an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, Barclays will agree to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price.
The final number of Placing Shares and the identity of the Placees will be decided at the close of the Bookbuild following the execution of the placing terms by the Company and Barclays (the "Placing Terms"). The timing of the closing of the book and allocations are at the discretion of the Company and Barclays. Placing Shares will only be allocated to Qualifying Persons and to Legally Entitled Persons where the Company and Barclays exercise their discretion to so permit. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.
Application for admission to trading
The Company will apply to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium listing segment of the Official List of the FCA (the "Official List") and to London Stock Exchange plc (the "London Stock Exchange") 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 at 8.00 a.m. on 8 June 2020 (or such later date as may be agreed between the Company and Barclays).
Participation in, and principal terms of, the Placing
1. Barclays is arranging the Placing as agent of the Company. Participation will only be available to Qualifying Persons who may lawfully be, and are, invited to participate by Barclays or who are Legally Entitled Persons and are permitted to participate in the Placing at the discretion of the Company and Barclays.
2. The Placing Price, which is payable to Barclays by all Placees whose bids are successful, will be the mid-market closing price per Ordinary Share on 3 June 2020 as derived from the London Stock Exchange's Daily Official List and the aggregate proceeds to be raised through the Placing will be agreed between Barclays and the Company following completion of the Bookbuild but will not exceed £26,800,956.54 which is the aggregate amount of the Final Dividend. The Placing Price will be announced on a Regulatory Information Service following the completion of the Bookbuild.
3. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at Barclays. Each bid should state (a) the number of Ordinary Shares the prospective Placee was beneficially interested in at 6.00 p.m. on 6 March 2020, (b) the aggregate monetary value of the Final Dividend to which the prospective Placee is beneficially entitled, and (c) the monetary amount (which cannot exceed the aggregate monetary value of the Final Dividend to which the prospective Placee is beneficially entitled) which the prospective Placee wishes to apply in acquiring Placing Shares at the Placing Price.
4. The Bookbuild is expected to close no later than 5:00 p.m. (London time) on 3 June 2020 but may be closed earlier or later, at the discretion of Barclays. Barclays may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
5. Each Placee's allocation will be confirmed to that Placee orally by Barclays following the close of the Bookbuild, and a contract note will be dispatched as soon as possible thereafter. Subject to paragraph 7 below, Barclays' oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Barclays and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's corporate documents.
6. Subject to paragraphs 2 and 3 above, Barclays will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares. Barclays may also, notwithstanding paragraphs 2 and 3 above and 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. The acceptance of offers shall be at the absolute discretion of Barclays.
7. The allocation of Placing Shares to Placees located in the United States shall be conditional on the execution by each Placee of an Investor Representation Letter in the form set out in the Placing Agreement.
8. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee making such bid or on behalf of which such bid is made and, except with Barclays' consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Barclays, to pay it (or as it may direct) in cleared funds an amount equal to the monetary amount (which cannot exceed the aggregate monetary value of the Final Dividend to which the Placee is beneficially or, as applicable, legally entitled) which the Placee wished to apply in acquiring Placing Shares at the Placing Price. Each Placee's obligations will be owed to Barclays.
9. Except as required by law or regulation, no press release or other announcement will be made by either Barclays 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.
10. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".
11. 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 "Termination of the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by Barclays.
13. To the fullest extent permissible by law, none of Barclays, the Company or any of their respective Affiliates shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Barclays, the Company, nor any of their respective Affiliates shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of Barclays' conduct of the Bookbuild or of such alternative method of effecting the Placing as Barclays, its Affiliates 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. Barclays' obligations under the Placing Agreement are conditional on certain conditions, including:
(a) Admission of the Placing Shares occurring at or before 8:00 a.m. (London time) on 8 June 2020;
(b) the Company having complied with its obligations and undertakings under the Placing Agreement which fall to be performed prior to Admission;
(c) the Placing Terms having been executed by the Company and Barclays;
(d) the publication by the Company of the results of the Placing on a Regulatory Information Service immediately following the execution of the Placing Terms (the "Results Announcement");
(e) each of the warranties on the part of the Company in the Placing Agreement being true and accurate and not misleading on the date of the Placing Agreement, the date of execution of the Placing Terms and the date of the closing of the Placing as though, in each such case, they had been given and made on such date by reference to the facts and circumstances then subsisting;
(f) in the sole opinion of Barclays, there not having been any Material Adverse Effect at any time prior to Admission;
(g) the Company allotting and/or issuing, as applicable, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and
(h) other than this Announcement and the Results Announcement, no supplementary announcement being required to be published in connection with the Placing prior to Admission other than would not, in the good faith judgement of Barclays, be expected to be adverse to the Placing.
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by Barclays by the relevant time or date specified (or such later time or date as the Company and Barclays may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.
Barclays may, in its absolute discretion, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the above conditions relating, inter alia, to Admission taking place, the Company allotting and/or issuing, as applicable, the Placing Shares and the publication by the Company of the results of the Placing may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Barclays shall not 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 it may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Barclays.
By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.
Termination of the Placing Agreement
Barclays is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if: (i) there has been a breach by the Company of any of the warranties or undertakings contained in the Placing Agreement or any of the warranties not being, or ceasing to be, true accurate and not misleading; (ii) in the sole opinion of Barclays, there has been a Material Adverse Effect; (iii) the application for Admission is withdrawn or refused by the FCA or the London Stock Exchange; or (iv) there has occurred a material adverse change in any major financial market in the United States, the United Kingdom, any member of the European Union or in other international financial markets.
By participating in the Placing, Placees agree that the exercise by Barclays of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Barclays or for agreement between the Company and Barclays (as the case may be) and that neither the Company nor Barclays needs make any reference to, or consultation with, Placees and that neither they nor any of their respective Affiliates, agents, directors, officers or employees shall have any liability to Placees whatsoever in connection with any such exercise.
No prospectus
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Placing, and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement, and any Exchange Information (as defined below) previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to Barclays and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or Barclays or their respective Affiliates or any other person and neither Barclays nor the Company, nor any of their respective Affiliates or 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 (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, 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 or limit the liability of any person for fraudulent misrepresentation by that person.
Lock-up
In connection with the placing of ordinary shares in the capital of the Company completed on 25 March 2020, the Company undertook to Barclays, J.P. Morgan Securities plc, Goldman Sachs International and HSBC Bank plc (together, the "March Syndicate") not to, for 180 calendar days after 25 March 2020, enter into certain transactions involving or relating to the Ordinary Shares without the prior written consent of the March Syndicate, subject to certain carve-outs agreed between the March Syndicate and the Company (the "Lock-up Arrangement"). To permit the Placing, each member of the March Syndicate has waived the Lock-up Arrangement, which will otherwise remain in effect until its expiration on or about 21 September 2020.
By participating in the Placing, Placees agree that the exercise by the March Syndicate of any power to further grant consent to waive the Lock-up Arrangement shall be within the absolute discretion of the March Syndicate and that they need not make any reference to, or consult with, Placees and that the March Syndicate shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BGBN7C04) following Admission will take place within the relevant system administered by Euroclear ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, Barclays and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to Barclays and settlement instructions. Placees should settle against CREST ID: 598. It is expected that such contract note will be despatched on or around 4 June 2020 and that this will also be the trade date.
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 Barclays.
The Company will deliver the Placing Shares to a CREST account operated Barclays as agent for the Company and Barclays will enter its delivery (DEL) instruction into the CREST system. Barclays will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 8 June 2020 on a T+2 basis in accordance with the instructions given to Barclays.
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 Barclays.
Each Placee agrees that, if it does not comply with these obligations, Barclays may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company'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 below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. 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 to as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Barclays nor the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Barclays (in its capacity as bookrunner and as placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, that:
1. any offer of Placing Shares is only being directed at Qualifying Persons and, in certain circumstances and at the absolute discretion of Barclays and the Company, at Legally Entitled Persons;
2. except for Legally Entitled Persons (for whom the section entitled "Additional representations, warranties, acknowledgements and undertakings by Legally Entitled Persons in respect of whom the Company and Barclays exercise their discretion to permit a to participate in the Placing" below applies), it is a Qualifying Person, is legally entitled to the Final Dividend and is entitled to participate in the Placing. Barclays and the Company reserve the right to require any prospective Placee to provide evidence (in terms reasonably satisfactory to the Company and Barclays) that it is a Dividend Entitled Person. If satisfactory evidence has not been provided within a reasonable time after being so requested, the Company and/or Barclays may, in its or their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to Barclays will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
3. except for Legally Entitled Persons (for whom the section entitled "Additional representations, warranties, acknowledgements and undertakings by Legally Entitled Persons in respect of whom the Company and Barclays exercise their discretion to permit a to participate in the Placing" below applies), the aggregate monetary value of the Placing Shares for which it has agreed to subscribe at the Placing Price is no more than the aggregate monetary value of the Final Dividend to which it is beneficially entitled;
4. it has read and understood this Announcement, including this Appendix, in its entirety and its subscription for and purchase 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 and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;
5. no offering document or prospectus or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Regulation and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;
6. certain Ordinary Shares are admitted to trading on the London Stock Exchange and the Company is therefore required to publish certain business and financial information in accordance with MAR and the rules and practices of the London Stock Exchange and/or the FCA (collectively, 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 similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information;
7. neither Barclays, nor the Company nor any of their respective Affiliates nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Bookbuild, the Placing or the Company or any other person other than this Announcement, nor has it requested Barclays, the Company, or any of their respective Affiliates nor any person acting on behalf of any of them to provide it with any such material or information;
8. unless otherwise specifically agreed with Barclays, it is not, and at the time the Placing Shares are acquired, neither it nor any person acting on its behalf will be, a resident of a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares, and further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;
9. the content of this Announcement is exclusively the responsibility of the Company and neither Barclays nor any of its Affiliates nor any person acting on its behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, 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 any information previously published by or on behalf of the Company 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 investigations, representations, warranties or statements made by Barclays or the Company and neither Barclays nor the Company 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. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and that neither Barclays nor any of its Affiliates have made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them expressly disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
10. it has not relied on any information relating to the Company contained in any research reports prepared by Barclays, any of its Affiliates or any person acting on behalf of Barclays or any of its Affiliates and understands that (i) neither Barclays nor any of its Affiliates nor any person acting on behalf of Barclays or any of its Affiliates has or shall have any liability for public information or any representation; (ii) neither Barclays nor any of its Affiliates nor any person acting on its or their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) neither Barclays nor any of its Affiliates nor any person acting on its or their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
11. the allocation, allotment, issue and delivery 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 it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
12. no action has been or will be taken by the Company, Barclays or any person acting on behalf of the Company or Barclays 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;
13. it (and any person acting on its behalf) is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in Barclays, the Company or any of their respective Affiliates acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
14. it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its 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) and will honour such obligations;
15. it has complied with its obligations under the Criminal Justice Act 1993, the EU Market Abuse Regulation and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (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. If within a reasonable time after a request for verification of identity, Barclays has not received such satisfactory evidence, Barclays may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to Barclays will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
16. except for Legally Entitled Persons (for whom the section entitled "Additional representations, warranties, acknowledgements and undertakings by Legally Entitled Persons in respect of whom the Company and Barclays exercise their discretion to permit a to participate in the Placing" below applies), it is acting as principal only in respect of the Placing;
17. it will not acquire or subscribe for, or procure the acquisition or subscription of, any new Ordinary Shares offered by the Company on or about the date hereof on the PrimaryBid platform;
18. if in a Member State of the EEA and except as disclosed in this Announcement under "Details of the Placing", it is a "Qualified Investor" within the meaning of Article 2(e) of the Prospectus Regulation;
19. if in the United Kingdom, it is a Qualified Investor: (i) who falls within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order or (iii) to whom this Announcement may otherwise lawfully be communicated and it undertakes that it will acquire, hold, manage and/or (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
20. it will not distribute, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing, in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
21. if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
22. 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 Relevant Persons 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 FSMA;
23. any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors 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 EEA within the meaning of the Prospectus Regulation;
24. 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 in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
25. it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA) with respect to anything done by it in relation to the Placing Shares in respect of anything done in, from or otherwise involving, the United Kingdom;
26. if it has received any inside sensitive information about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by MAR, prior to the information being made publicly available;
27. (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, Barclays, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing; and (iv) the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
28. it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Barclays may in its absolute discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below 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 Placee's Placing Shares on its behalf;
29. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that Barclays or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
30. neither Barclays nor any of its Affiliates nor any person acting on its or their behalf, is making any recommendations to it, or advising it regarding the suitability or merits 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 Barclays and that Barclays does not have any duties or responsibilities to it for providing the protections afforded to its 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 Barclays' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
31. 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 Barclays nor the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify each of Barclays, the Company and any of their respective Affiliates in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of Barclays who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
32. these terms and conditions and 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 Barclays or the Company 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;
33. each of Barclays, the Company and their respective Affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given on behalf of each of Barclays and the Company and are irrevocable and it irrevocably authorises each of Barclays and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
34. it will indemnify on an after-tax basis and hold each of Barclays, the Company and their respective Affiliates and any person acting on their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
35. it irrevocably appoints any director of Barclays as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
36. its commitment to acquire Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Barclays' conduct of the Placing;
37. in making any decision to acquire the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares, (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of Barclays, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, and (v) it will not look to the Company, Barclays, any of their respective Affiliates or any person acting on their behalf for all or part of any such loss or losses it may suffer;
38. neither Barclays nor the Company owes any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
39. it may not rely on any investigation that Barclays or any person acting on its behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing and that Barclays has not made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the subscription for or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to acquire the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, Barclays for the purposes of this Placing;
40. it will not hold any of Barclays or its Affiliates or any person acting on its or their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group (the "Information") and that neither Barclays nor any person acting on its behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;
41. (i) the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, nor approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority; (ii) subject to certain exceptions the Placing Shares are being offered and sold outside the United States in reliance on Regulation S; and (iii) the Placing Shares may not be reoffered, resold, pledged or otherwise transferred except in transactions not requiring registration under the Securities Act;
42. subject to certain exceptions (a) it is, and at the time the Placing Shares are acquired will be, located outside the United States and is and will be acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S and (b) it will not offer or sell, directly or indirectly, any of the Placing Shares except in an "offshore transaction" in accordance with Regulation S or in the United States pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; and
43. it is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) or any form of directed selling efforts (as defined in Regulation S).
Additional representations, warranties, acknowledgements and undertakings by Legally Entitled Persons in respect of whom the Company and Barclays exercise their discretion to permit a to participate in the Placing
By participating in the Placing, each Legally Entitled Person in respect of whom the Company and Barclays exercise their discretion to permit to participate in the Placing irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Barclays (in its capacity as bookrunner and as placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, that:
1. it is a Legally Entitled Person acting on behalf of a Dividend Entitled Person and undertakes that it will acquire, hold, manage and/or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. it is a Relevant Person and each Dividend Entitled Person for whom it is so acting is a Relevant Person. Barclays and the Company reserve the right to require any prospective Placee to provide evidence (in terms reasonably satisfactory to the Company and Barclays) that it is acting on behalf of one or more Dividend Entitled Persons. If satisfactory evidence has not been provided within a reasonable time after being so requested, the Company and/or Barclays may, in its or their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to Barclays will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
3. the aggregate monetary value of the Placing Shares for which it has agreed to subscribe at the Placing Price is no more than the aggregate monetary value of the Final Dividend to which the Dividend Entitled Persons for whom it is acting are in aggregate beneficially entitled;
4. unless otherwise specifically agreed with Barclays, each Dividend Entitled Person for whom it is acting is not, and at the time the Placing Shares are acquired will not be, a resident of a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares;
5. (i) it is duly authorised to act on behalf of each Dividend Entitled Person for whom it is acting and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to Barclays and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
6. if it is acting as a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or persons in the United Kingdom other than Qualifying Persons, or in circumstances in which the prior consent of Barclays has been given to the proposed offer or resale;
7. it is authorised in writing by each Dividend Entitled Person for whom it is acting to acquire the Placing Shares for each managed account of a Dividend Entitled Person for which it acts and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account and these terms and conditions and 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 each Dividend Entitled 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 Barclays or the Company 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; and
8. subject to certain exceptions each Dividend Entitled Person for whom it is acting is, and at the time the Placing Shares are acquired will be, located outside the United States and is and will be acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S.
The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as Barclays (for their own benefit and, where relevant, for the benefit of their respective Affiliates and any person acting on its or their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that neither Barclays nor the Company owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing Shares to Placees (or such persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Neither the Company nor Barclays will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither Barclays nor the Company are liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, 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 transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold Barclays and/or the Company and their respective Affiliates harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.
When a Placee or person acting on behalf of such Placee is dealing with Barclays, any money held in an account with Barclays 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. The 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 Barclays' money in accordance with the client money rules and will be used by Barclays in the course of its own business; and the Placee will rank only as a general creditor of Barclays.
All times and dates in this Announcement may be subject to amendment by Barclays (in its absolute discretion). Barclays shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of Barclays and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to Barclays:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned; or
(c) if he or she is a Dividend Entitled Person or is acting on behalf of a Dividend Entitled Person, the aggregate monetary value of the Final Dividend to which he or she (or the Dividend Entitled Person(s) on behalf of whom he or she is acting) is entitled; or
(d) the number of Ordinary Shares to which, in the case of a Dividend Entitled Person, he or she was beneficially entitled at 6.00 p.m. on 6 March 2020 or, in the case of a Legally Entitled Person, (i) it was legally entitled at 6.00 p.m. on 6 March 2020 and (ii) the Dividend Entitled Person(s) on behalf of whom it is acting were in aggregate beneficially entitled at 6.00 p.m. on 6 March 2020.
Appendix 2
Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
1 Admission |
| means admission of the Placing Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities;
|
2 Affiliate |
| has the meaning given in Rule 501(b) of Regulation D under the Securities Act or Rule 405 under the Securities Act, as applicable and, in the case of the Company, includes its subsidiary undertakings;
|
3 Announcement |
| means this announcement (including its Appendices);
|
4 Barclays |
| means Barclays Bank PLC, acting through its Investment Bank;
|
5 Bookbuild |
| means the bookbuilding process to be commenced by Barclays to use reasonable endeavours to procure placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement;
|
6 Closing Date |
| means the day on which the transactions effected in connection with the Placing will be settled;
|
7 Company |
| means SSP Group plc;
|
8 CREST |
| means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form;
|
9 Dividend Entitled Person |
| means a person who is beneficially entitled to the Final Dividend; |
10 DTRs |
| means the Disclosure Guidance and Transparency Rules made by the FCA pursuant to Part VI of FSMA;
|
11 EEA |
| means the European Economic Area;
|
12 Euroclear |
| means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales;
|
13 Exchange Information |
| means the business and financial information which the Company is required to publish as a result of certain Ordinary Shares being admitted to trading on the London Stock Exchange, in accordance with MAR and the rules and practices of the London Stock Exchange and/or the FCA;
|
14 FCA or Financial Conduct Authority |
| means the UK Financial Conduct Authority; |
15 Final Dividend |
| means the final dividend of 6.0 pence per Ordinary Share for the financial year ended 30 September 2019 approved by shareholders of the Company on 26 February 2020 which is payable to holders whose names appeared on the Company's register of members at 6.00 p.m. on 6 March 2020;
|
16 FSMA |
| means the Financial Services and Markets Act 2000 (as amended);
|
17 Group |
| means the Company and its subsidiary undertakings;
|
18 Investor Representation Letter |
| means the letter in the form set out in the Placing Agreement; |
19 Legally Entitled Person |
| a financial intermediary (as that term is used in Article 2(d) of the Prospectus Regulation), a custodian, a nominee, a trustee or another person, in each case, who is a Relevant Person and legally but not beneficially entitled to the Final Dividend;
|
20 Listing Rules |
| means the rules and regulations made by the FCA under FSMA;
|
21 Lock-up Arrangement |
| the undertaking by the Company to the March Syndicate not to, for 180 calendar days after 25 March 2020, enter into certain transactions involving or relating to the Ordinary Shares without the prior written consent of the March Syndicate, subject to certain carve-outs agreed between the March Syndicate and the Company;
|
22 LSE or London Stock Exchange |
| means London Stock Exchange plc; |
23 MAR |
| means the Market Abuse Regulation (EU) No.596/2014;
|
24 March Syndicate |
| Barclays, J.P. Morgan Securities plc, Goldman Sachs International and HSBC Bank plc;
|
25 Material Adverse Effect |
| means a material adverse effect or change (whether or not foreseeable at the date of this agreement) in, or any development reasonably likely to involve a prospective material adverse change in or affecting, the condition (financial, operational, management, legal, regulatory or otherwise) or in the earnings, management, results of operations, business affairs or business prospects of the Group taken as a whole, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of this Announcement;
|
26 Official List |
| means the Official List of the FCA;
|
27 Order |
| means the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended;
|
28 Ordinary Share |
| means an ordinary share of 1 17/200 pence each in the capital of the Company;
|
29 Placee |
| means any person that has, where required to, confirmed (in terms reasonably satisfactory to the Company and Barclays) that it is either (a) a Qualifying Person, or (b) a Legally Entitled Person acting on behalf of a Qualifying Person and, in each case, by whom a commitment to acquire Placing Shares has been given;
|
30 Placing |
| has the meaning given in paragraph 1 of this Announcement;
|
31 Placing Agreement |
| has the meaning given to it in Appendix 1 to this Announcement;
|
32 Placing Price |
| means the price per Placing Share at which the Placing Shares are placed, being the closing price per Ordinary Share on 3 June 2020 as derived from the London Stock Exchange's Daily Official List;
|
33 Placing Shares |
| has the meaning given in paragraph 1 of this Announcement;
|
34 Placing Terms |
| has the meaning given to it in Appendix 1 to this Announcement;
|
35 PRA or Prudential Regulation Authority |
| means the UK Prudential Regulation Authority; |
36 Prospectus Regulation |
| means the Prospectus Regulation (EU) 2017/1129;
|
37 Qualified Investor |
| has the meaning given to that term under the Prospectus Regulation;
|
38 Qualifying Person |
| means a person who is both a Relevant Person and a Dividend Entitled Person;
|
39 Regulation S |
| means Regulation S promulgated under the Securities Act;
|
40 Regulations |
| means, collectively, the Criminal Justice Act 1993, the EU Market Abuse Regulation, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect of money laundering and/or terrorist financing;
|
41 Regulatory Information Service |
| means any of the services set out in Appendix 3 of the Listing Rules; |
42 Relevant Persons |
| means all such persons, (i) if in a member state of the EEA, who are Qualified Investors or, (ii) if in the United Kingdom, who are Qualified Investors who are (x) persons who fall within the definition of "investment professional" in Article 19(5) of the Order, or (y) persons who fall within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) persons to whom this Announcement may otherwise be lawfully communicated;
|
43 Restricted Territory |
| means the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the publication or distribution of the Announcement is unlawful;
|
44 Results Announcement |
| means the announcement published by the Company confirming the results of the Placing on a Regulatory Information Service immediately following the execution of the Placing Terms;
|
45 Securities Act |
| means the U.S. Securities Act of 1933, as amended;
|
46 subsidiary |
| has the meaning given to that term in the Companies Act 2006;
|
47 subsidiary undertaking |
| has the meaning given to that term in the Companies Act 2006;
|
48 Terms and Conditions |
| means the terms and conditions of the Placing set out in Appendix 1 to this Announcement;
|
49 uncertificated or in uncertificated form |
| means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST;
|
50 United Kingdom or UK |
| means the United Kingdom of Great Britain and Northern Ireland; and |
51 United States or US |
| means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof.
|
Unless otherwise indicated in this Announcement, all references to "£", "GBP", "pounds", ''pound sterling'', "sterling'', "p", "penny" or ''pence'' are to the lawful currency of the UK. All references to "US$", "$" or "dollars" are to the lawful currency of the United States of America.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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