Proposed Placing of New Shares
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED THEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH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 DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
11 November 2020
Ricardo plc
("Ricardo", the "Group" or the "Company")
Proposed placing of New Shares
Ricardo (LSE: RCDO.L) today announces its intention to conduct a non-pre-emptive placing (the "Placing") of up to 7,981,809 new ordinary shares of 25 pence each in the capital of the Company (the "Placing Shares") at a price of 333 pence per Placing Share (the "Placing Price").
In conjunction with the Placing, certain directors of the Company, including Dave Shemmans and Ian Gibson, intend to subscribe (the "Subscription") for 29,128 new ordinary shares of 25 pence each in the capital of the Company (the "Subscription Shares") at the Placing Price, and in aggregate to contribute approximately £97,000.
In addition to the Placing and Subscription, there will be an offer made by the Company on the PrimaryBid platform of up to 801,093 new ordinary shares of 25 pence each in the capital of the Company (the "Retail Shares") at the Placing Price (the "Retail Offer"), to provide retail investors with an opportunity to participate in the fundraise. A separate announcement will be made shortly regarding the Retail Offer and its terms.
It is intended that the Placing, the Subscription and the Retail Offer (together, the "Fundraise") will result in the Company raising total gross proceeds of up to approximately £29.3 million. Together, the total number of Placing Shares, Subscription Shares and Retail Shares (together, "New Shares") represent up to approximately 16.5 per cent. of the Company's existing issued share capital.
The Placing, which is being conducted by way of an accelerated bookbuild (the "Bookbuild"), available to existing and new qualifying investors, will be launched immediately following the release of this announcement and is subject to the terms and conditions set out in the Appendix to this announcement (such announcement and its appendices together being this "Announcement").
Liberum Capital Limited ("Liberum") and Investec Bank plc ("Investec") are each acting as Joint Bookrunner and Joint Corporate Broker (together the "Joint Bookrunners"). N.M. Rothschild & Sons Limited ("Rothschild & Co") is acting as financial adviser to the Company.
Q1 Trading Update
The Group has separately announced today a trading update for the first quarter of its FY21 financial year from 1 July 2020 to 30 September 2020 (the "Trading Update"). This announcement should be read in conjunction with the Trading Update.
In the quarter to 30 September 2020, overall order intake was strong at £105m, up 19% on the quarter to 30 September 2019 ("the prior period"). This was also up on the £70m of orders received in the quarter ended 30 June 2020. All segments delivered an increase in order intake compared to the prior period except for Performance Products which, as expected, received fewer orders in respect of McLaren engines.
Whilst the level of orders received in the first quarter has been strong, the automotive order intake did include over £20m in respect of two large multi-year programmes which are workable over a longer period. In addition, the Company continues to experience challenging conditions in Automotive & Industrial (A&I) EMEA and expects the order intake that is workable in the short term to remain at a low level in the remaining months of H1. With this mix of orders received and forecast, we expect the Group's revenue and trading performance to be materially more weighted towards the second half of the current financial year than in previous years. Historically operating profit phasing has typically been 40% H1 and 60% H2 and in FY21, as we emerge from the impact of COVID 19, we expect this to be approximately 25% H1 and 75% H2[1] including a contribution from the expected HMMWV fleet retrofit contract in H2, as referred to in the Trading Update.
Rationale for the Fundraise and Use of Proceeds
Despite the strong level of orders secured in Q1 for the Group as a whole, the Automotive EMEA business continues to receive a lower than required level of workable orders that are workable in the short term.
The resilient performance in the Group's other businesses is not sufficient to offset the lower run rate of orders in Automotive EMEA which reduces overall Group performance. The broader outlook for the Automotive sector continues to remain uncertain and we are now cautiously planning for a more prolonged recovery to pre-Covid levels in this part of our business.
Given the reduced level of Group profitability over the last nine months, balance sheet leverage remains high and constrains our ability to access the bank facilities in place to grow the business organically. As opportunities arise in the normal course of business, we will require agility to capitalise on them in a timely fashion.
Such growth opportunities could include the acceleration of certain contracts requiring working capital investment, long term Performance Products programme wins requiring upfront investment, additional investment in R&D and CAPEX to position the business well in key new technologies such as hydrogen and electrification.
Although leverage is expected to reduce during H2 FY21 and beyond, this will be slow given the time expected to recover from the impact of Covid-19.
The Fundraise is intended to reset the capital structure of the Group, reducing leverage to achieve an appropriate level of balance sheet efficiency and resilience. The net proceeds will be used to pay down drawn debt facilities, resulting in increased headroom, lower net debt and lower adjusted leverage, and providing greater flexibility to:
· capitalise on opportunities for organic investment as they arise;
· meet working capital requirements associated with revenue growth; and
· enable Management to run the business for the medium-term in an unencumbered way, as the market recovers.
Shareholder consultation
The Company acknowledges that it is seeking to issue New Shares representing up to 16.5 per cent. of its existing issued ordinary share capital on a non-pre-emptive basis and has therefore consulted where possible with the Company's major institutional shareholders ahead of this Announcement. The Placing structure, which is consistent with the latest recommendations of the Pre-Emption Group, has been chosen as it minimises cost, time to completion, and use of management time in a period of unprecedented uncertainty for the Group.
In addition, the Board has also considered the effect of the Fundraise on its retail shareholders and therefore proposes to make available the Retail Offer to provide retail shareholders the opportunity to take part in the Fundraise. The consultation with shareholders has confirmed the Board's view that, given the current market environment, the Placing, the Subscription and the Retail Offer are in the best interests of the shareholders and wider stakeholders in the Ricardo group.
Details of the Placing
The Company and the Joint Bookrunners have entered into a placing agreement dated 11 November 2020 in connection with the Placing (the "Placing Agreement").
The Placing will be conducted through the Bookbuild which will be launched immediately following the release of this Announcement, in accordance with the terms and conditions of the Placing set out in the Appendix to this Announcement.
The final number of New Shares will be determined at the close of the Bookbuild, and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and the allocation of the Placing Shares shall be determined by, and at the absolute discretion of, the Joint Bookrunners and the Company. The Placing is not underwritten. In conjunction with the Placing, certain directors intend to subscribe for Subscription Shares at the Placing Price to contribute approximately £97,000 in aggregate.
The New Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares in the capital of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Applications will be made (i) to the Financial Conduct Authority (the "FCA") for admission of the New Shares to the premium listing segment of the Official List; and (ii) to London Stock Exchange plc for admission of the New Shares to trading on its main market for listed securities (together, "Admission").
Settlement for the New Shares and Admission are expected to take place on or before 8.00 a.m. on 13 November 2020. The Placing, Subscription and Retail Offer are conditional upon, amongst other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms. The Appendix to this Announcement sets out further information relating to the Bookbuild and the terms and conditions of the Placing.
Capitalised terms used but not otherwise defined in the text of this Announcement are defined in the Appendix of this Announcement.
- ENDS -
For further information:
Ricardo plc
Dave Shemmans, Chief Executive Officer Tel: 01273 455611
Ian Gibson, Chief Financial Officer Website: www.ricardo.com
Liberum Tel: +44 (0) 20 3100 2000
(Joint Bookrunner and Joint Corporate Broker)
Richard Crawley
Richard Bootle
Ed Phillips
Miquela Bezuidenhoudt
Investec Tel: +44 (0) 20 7597 5970
(Joint Bookrunner and Joint Corporate Broker)
David Flin
Ben Griffiths
Will Fenby
Rothschild & Co Tel: +44 (0) 20 7280 5000
(Financial Adviser to the Company)
Aadeesh Aggarwal
Peter Nicklin
Helena Somervail
Alexander Mitteregger
Newgate Communications Tel: +44 (0) 20 7653 9842
(Financial PR)
Adam Lloyd
About Ricardo plc
Ricardo plc is a global engineering, technical, environmental and strategic consultancy business. We also manufacture and assemble low-volume, high-quality and high-performance products and develop advanced virtual engineering tools for conventional and electrified powertrains as well as for complex physical systems.
Our ambition is to be the world's pre-eminent organisation focused on the design, development and application of solutions to meet the challenges within the markets of automotive, rail, environmental & planning, resource management and defence. Our vision is to create a world fit for the future, and we will achieve this through the activities of our portfolio of businesses, each of them underpinned by our talented team of professionals.
Appendix 1 to this Announcement (which forms part of this Announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing.
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. Unless otherwise stated, capitalised terms in this Announcement have the meanings ascribed to them in Appendix 2.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY JURISDICTION.
This Announcement is not for public release, publication, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which such release, publication, distribution or forwarding would be unlawful.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), 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 applicable 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. No public offering of the Placing Shares is being made in the United States.
No action has been taken by the Company, Liberum Capital Limited ("Liberum"), Investec Bank plc ("Investec"), N.M. Rothschild & Sons Limited ("Rothschild & Co") or any of their respective Affiliates, or any of its or their respective Representatives, that would, or is intended to, permit an offer of the Placing Shares or the possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. The distribution of this Announcement, and the Placing and/or the offer or sale of the Placing Shares, may be restricted by law in certain jurisdictions. 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 action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.
This Announcement is directed at and is only being distributed to: (a) in member states of the European Economic Area, persons who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation ("Qualified Investors"), (b) in the United Kingdom, Qualified Investors who (i) have professional experience in matters relating to investments and fall within the definition of "investment professionals" in Article 19(5) of the Order or (ii) are persons who fall within Article 49(2)(a) to (d) of the Order, and (c) otherwise, persons to whom it may otherwise lawfully be communicated (each such person in (a), (b) and (c), a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward‐looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward‐looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward‐looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company, Liberum, Investec and Rothschild & Co expressly disclaims 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.
Liberum is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"). Investec is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA. Liberum and Investec are each acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or other matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.
N. M. Rothschild & Sons Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for the Company and no one else in relation to the transactions and arrangements described in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of N. M. Rothschild & Sons Limited nor for providing advice in relation to the proposed transaction.
This Announcement is being 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 or on behalf of Liberum, Investec or Rothschild & Co (apart from the responsibilities or liabilities that may be imposed by the FSMA or the regulatory regime established thereunder) or by their respective Affiliates or any of their respective Representatives for the contents of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of Liberum, Investec or Rothschild & Co or any of their respective Affiliates or any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Liberum, Investec or Rothschild & Co or any of their respective Affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is not a 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 with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share, income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share, income, cash flow from operations or free cash flow for the Company.
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 United Kingdom only in circumstances in which section 21(1) of FSMA ("Restrictions on financial promotion") does not apply.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the main market for listed securities of the London Stock Exchange.
Appendix 1 to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement (including the Appendices) in its entirety, to be participating in the Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in Appendix 1 to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in Appendix 1 to this Announcement.
Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
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 or 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, Liberum and Investec 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.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.
Appendix 1
Terms And Conditions Of The Placing
Important Information For Invited Placees Only Regarding The Placing
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION) ("QUALIFIED INVESTORS"), (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE ORDER, OR (II) ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT (EACH SUCH PERSON IN (A), (B) AND (C), A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION 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 JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE 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 OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.
Unless otherwise stated, capitalised terms in this Appendix have the meanings ascribed to them in Appendix 2.
Persons who are invited to and who choose to participate in the Placing of the Placing Shares by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given, will be deemed to have read and understood this Announcement (including the Appendices) in its entirety and to be making such offer on the terms and conditions, and to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, indemnities, acknowledgements, undertakings and agreements, contained in this Appendix. In particular, each such Placee represents, warrants, acknowledges and agrees that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement;
3. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement (including the Appendices);
4. it understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;
5. it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are (i) outside the United States and will be outside the United States at the time the Placing Shares are acquired by it and (ii) acquiring the Placing Shares in an "offshore transaction" within the meaning of Regulation S; and
6. the Company and the Banks will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
No representation is made by either of the Banks to any Placees regarding an investment in the Placing Shares.
Bookbuild
The Banks will today commence the Bookbuild to determine demand for participation in the Placing by Placees. The book will be open with immediate effect following the release of this Announcement. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. Members of the public are not entitled to participate.
The Banks and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into an agreement (the "Placing Agreement") with the Banks under which, subject to the terms and conditions set out therein, each of the Banks has agreed, severally and not jointly or jointly and severally, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares at a price of 333 pence per Placing Share. The Banks are acting as joint bookrunners in connection with the Placing.
The price per Ordinary Share at which the Placing Shares are to be placed is the Placing Price and the final number of Placing Shares will be decided at the close of the Bookbuild following the execution of an agreement between the Company and the Banks recording the final details of the Placing (the "Term Sheet"). The timing of the closing of the Bookbuild, pricing and allocations are at the discretion of the Company and the Banks. Details of the number of Placing Shares and Retail Offer Shares will be announced as soon as practicable after the close of the Bookbuild.
The Placing Shares and Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares and Retail Offer Shares will be issued free of any encumbrances, liens or other security interests.
The Placing will be effected by way of a placing of the Placing Shares for non-cash consideration. Liberum will subscribe for ordinary shares and preference shares in JerseyCo for an amount approximately equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer to the Company by Liberum of the ordinary shares and preference shares in JerseyCo that will be issued to Liberum.
Applications for listing and admission to trading
Applications will be made to the FCA for admission of the Placing Shares and Retail Offer Shares to listing on the premium listing segment of the Official List and to the London Stock Exchange for admission of the Placing Shares and Retail Offer Shares to trading on its main market for listed securities.
It is expected that Admission will become effective at or around 8.00 a.m. on 13 November 2020 (or such later date as may be agreed between the Company and the Banks) and that dealings in the Placing Shares and Retail Offer Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Each of Liberum and Investec is acting as a joint bookrunner and agent for the Company in connection with the Placing.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Banks. The Banks and their respective agents and Affiliates are each entitled to enter bids in the Bookbuild as principal.
3. The final number of Placing Shares will be determined by the Company (in consultation with the Banks) following completion of the Bookbuild. Any discount to the market price of the existing Ordinary Shares will be determined in accordance with the FCA's Listing Rules. The final number of Placing Shares to be issued will be announced on a FCA-listed Regulatory Information Service following the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at either of the Banks. Each bid should state the number of Placing Shares for which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by the Banks on the basis referred to in paragraph 11 below.
5. 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 on behalf of which it is made and, except with the Banks' consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and the Banks. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Banks, as agents of the Company, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot to them.
6. The Bookbuild is expected to close later today, but may be closed earlier or later at the absolute discretion of the Banks. The Banks may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between the Banks and the Company and will be confirmed orally or in writing by either of the Banks (as agent for the Company) following the close of the Bookbuild. Subject to paragraph 5 above, this confirmation to such Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Banks and the Company to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement (including the Appendices) in its entirety.
8. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
9. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by either of the Banks.
10. Each prospective Placee's allocation and commitment will be evidenced by a contract note or trade confirmation issued to such Placee by either of the Banks. The terms of this Appendix will be deemed incorporated by reference therein.
11. Subject to paragraphs 4 and 5 above, the Banks may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Banks may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Banks) to reduce or seek to increase the amount to be raised pursuant to the Placing.
12. Except as required by law or regulation, no press release or other announcement will be made by the Banks 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.
13. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".
14. To the fullest extent permissible by law, none of the Company, the Banks or any of their respective Affiliates or any of its or their respective Representatives 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 the Company, the Banks or any of their respective Affiliates or any of its or their respective Representatives shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the conduct of the Bookbuild or of such alternative method of effecting the Placing as the Banks 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. The obligations of the Banks under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:
1. the Term Sheet having been executed by the Company and the Banks;
2. the release by the Company of the Placing Results Announcement;
3. each of the representations and warranties of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement, the time of execution of the Term Sheet and immediately prior to Admission;
4. the Subscription and Transfer Agreement and the Option Agreement having been executed by the parties thereto, there not having occurred any event which may constitute a breach of any such agreements and the Subscription and Transfer Agreement and the Option Agreement having become wholly unconditional (save for any condition relating to Admission);
5. the Company complying with its obligations, covenants and undertakings under the Placing Agreement, so far as the same fall to be performed or satisfied on or prior to Admission;
6. there not having occurred or been disclosed any Material Adverse Effect;
7. the Company allotting, subject only to Admission, the Placing Shares in accordance with the terms of the Placing Agreement; and
8. Admission taking place by not later than 8.00 a.m. (London time) on 13 November 2020 (or such later time and/or date as may be agreed between the Company and the Banks, being not later than 27 November 2020).
The Banks have discretion to waive compliance with certain of the conditions and/or agree an extension in time for their satisfaction. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
If (a) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by the Banks) or have become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as the Banks may agree); or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Neither the Banks nor any of their respective Affiliates nor any of their respective Representatives shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is in the absolute discretion of the Banks.
Lock-up
The Company has undertaken that it will not, and will procure that none of its subsidiaries will, at any time between the date of the Placing Agreement and the date which is 180 days after the date of the Placing Agreement, without the prior written consent of the Banks, enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between the Banks and the Company.
By participating in the Placing, Placees agree that the exercise by the Banks of any power to consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Banks, and that they do not need to make any reference to, consult with, or seek consent from, Placees and that the Banks shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent or failure so to exercise.
Right to terminate under the Placing Agreement
At any time before Admission, the Banks are entitled to terminate the Placing Agreement in the following circumstances, amongst others: (i) if any of the Company's warranties or representations is not true and accurate or is misleading at any time and date at which it is given and made; or (ii) if any of the conditions have not been satisfied (or waived by the Banks) by the date specified therein; or (iii) in the good faith opinion of the Banks, there shall have occurred any Material Adverse Effect; or (iv) the occurrence of a market disruption event, each as specified in the Placing Agreement.
Upon notice being given to the Company, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions. If one, but not both, of the Banks gives notice to the Company, the other Bank shall have the option, but shall not be obliged, to allow the Placing to proceed under the terms of the Placing Agreement.
By participating in the Placing, Placees agree that the exercise or non-exercise by the Banks of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Banks, and that they do not need to make any reference to, consult with, or seek consent from, Placees and that the Banks shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be prepared or submitted to be approved by the FCA or submitted to the London Stock Exchange or in any other jurisdiction in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the information contained in this Announcement (including the Appendices) and any information publicly announced to a Regulatory Information Service 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 or trade confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and all other publicly available information previously and simultaneously published by or on behalf of the Company by notification to a Regulatory Information Service is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, the Banks or any other person and none of the Banks or the Company or any of their respective Affiliates or any of their respective Representatives will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received. 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.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0007370074) following Admission will take place within the CREST system, subject to certain exceptions. In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Banks may agree that the Placing Shares should be issued in certificated form. The Banks and the Company reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form or by such other means as they deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note or trade confirmation stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions. Placees should settle against CREST ID: 7BUAG for Liberum and CREST ID: 331 (Member Account: NEWISSUE) for Investec. It is expected that such contract note or trade confirmation will be despatched on or around 11 November 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 the standing CREST or certificated settlement instructions that it has in place with the relevant Bank.
The Company will deliver the Placing Shares to a CREST account operated by the Banks (or either one of them) as agent for the Company, and the relevant Bank will enter its delivery (DEL) instruction into the CREST system. The Banks (or either one of them) will hold any Placing Shares delivered to this account as nominee for the Placees until settlement. 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 13 November 2020 on a T+2 basis and on a delivery versus payment basis in accordance with the instructions set out in the contract note or trade confirmation.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Banks.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Banks 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 account and benefit of each of the Banks, 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 may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (together with any interest or penalties thereon) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on each of the Banks all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which each of the Banks lawfully takes 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 or trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes (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), none of the Banks or the Company shall be responsible for the payment thereof.
Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each Bank and the Company, in each case as a fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement (including the Appendices) in its entirety and that its participation in the Bookbuild and the Placing and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and it undertakes not to redistribute or duplicate this Announcement and that 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;
2. no offering document or prospectus 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 or other offering document in connection with Admission, the Bookbuild, the Placing, the Company or the Placing Shares;
3. the Placing does not constitute a recommendation or financial product advice and the Banks have not had regard to its particular objectives, financial situation and/or needs;
4. if it has received any inside information concerning the Company or its shares or other securities or related financial instruments in advance of the Placing, that 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 and any delegating acts, implementing acts, technical standards and guidelines thereunder, prior to the information being made publicly available;
5. it has the power and authority to carry on the activities in which it is engaged, to subscribe and/or acquire Placing Shares and to execute and deliver all documents necessary for such subscription and/or acquisition;
6. none of the Banks or the Company or any of their respective Affiliates or any of their respective Representatives or 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 or the Company or any other person other than this Announcement, nor has it requested either of the Banks, the Company or any of their respective Affiliates or any of their respective Representatives or any person acting on behalf of any of them to provide it with any such material or information;
7. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including the Appendices) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company simultaneously with or prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Company's Ordinary Shares are listed on the Official List and the Company is therefore required to publish certain business and financial information in accordance with MAR, the rules and practices of the London Stock Exchange and relevant regulatory authorities (the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing. 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;
8. (i) none of the Company or the Banks or any of their respective Affiliates or any of their respective Representatives or any person acting on their behalf has made any warranties or representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, fairness, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold the Banks, any of their respective Affiliates, any of their respective Representatives or any person acting on their behalf responsible for any misstatements in or omissions from any Publicly Available Information or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
9. the content of this Announcement is exclusively the responsibility of the Company and that neither of the Banks nor any of their respective Affiliates nor any of their respective Representatives nor any person acting on their 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 Publicly Available Information or 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 or simultaneously 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 Publicly Available Information including (without limitation) the 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, investigation made or representations, warranties or statements made by the Banks or the Company or any of their respective Affiliates or any of their respective Representatives or any person acting on its or their behalf and neither of the Banks nor the Company nor any of their respective Affiliates nor any of their respective Representatives nor any person acting on its or their behalf 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;
10. it has not relied on any information relating to the Company contained in any research reports prepared by the Banks or any of their respective Affiliates or any of their respective Representatives or any person acting on their behalf and understands that (i) none of the Banks or any of their respective Affiliates or any of their respective Representatives or any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of the Banks, any of their respective Affiliates, any of their respective Representatives or any person acting on 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 Announcement or otherwise; and (iii) none of the Banks or any of their respective Affiliates or any of their respective Representatives or any person acting on 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. in making any decision to acquire the Placing Shares (i) it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates 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 Company and its Affiliates operate, 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 either of the Banks; (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, the Banks, any of their respective Affiliates, any of their respective Representatives or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
12. it satisfies any and all standards for investors in the Placing Shares imposed by the jurisdiction of its residence or otherwise;
13. (i) unless otherwise specifically agreed with the Banks, it and each account it represents is not and, at the time the Placing Shares are acquired, will not be, a resident of Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares; (ii) it and each account it represents is (a) outside the United States and will be outside the United States at the time the Placing Shares are acquired by it and (b) acquiring the Placing Shares in an "offshore transaction" within the meaning of Regulation S;
14. (i) it and each account it represents is acquiring the Placing Shares for investment purposes, and is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly of any such Placing Shares in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful; and (ii) it understands, and each account it represents has been advised, that the Placing Shares have not been and will not be registered or qualified for distribution by way of a prospectus under the securities legislation of the United States, Australia, Canada, the Republic of South Africa, Japan and, subject to certain exceptions, may not be offered, sold, acquired, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;
15. it understands, and each account it represents has been advised that, (i) the Placing Shares have not been and will not be registered under the Securities Act or with any regulatory authority of any state or other jurisdiction of the United States; (ii) the Placing Shares are being offered and sold only in an "offshore transaction" within the meaning of and pursuant to Regulation S under the Securities Act; and (iii) the Placing Shares may only be reoffered or resold in transactions exempt from the registration requirements of the Securities Act and no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;
16. it will not distribute, forward, transfer or otherwise transmit this Announcement, or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States;
17. if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
18. neither it, nor the person specified by it for registration as holder of Placing Shares, is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services), 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;
19. it has complied and will continue to comply with its obligations under the Criminal Justice Act 1993, MAR and any delegating acts, implementing acts, technical standards and guidelines thereunder, and in connection with money laundering and terrorist financing, under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) 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 the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, 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, the Banks have not received such satisfactory evidence, the Banks may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Banks will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
20. if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation: (a) 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 any member state of the EEA other than to Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Banks has been given to each such proposed offer or resale; or (b) where Placing Shares will be acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors or persons in the United Kingdom other than Relevant Persons, the offer of those Placing Shares will not be treated under the Prospectus Regulation as having been made to such persons;
21. if it is in the United Kingdom, it and any person acting on its behalf is a Qualified Investor and falls within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
22. if it is in a member state of the EEA, it is a "qualified investor" within the meaning of Article 2(e) of the Prospectus Regulation;
23. it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA or the United Kingdom except in circumstances falling within Article 1(4) of the Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to Article 3 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 FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require the approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by the Banks in their capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
25. it has complied and will comply with all applicable laws (including all relevant provisions of FSMA in the United Kingdom) with respect to anything done by it in relation to the Placing Shares;
26. no action has been or will be taken by either the Company or the Banks or any person acting on behalf of the Company or the Banks 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;
27. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, representations, undertakings and agreements and to give the indemnities herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Banks 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). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
28. (i) 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; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) 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 the Banks, the Company or any of their respective Affiliates or any of their respective Representatives being in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing; and (iv) the acquisition 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;
29. it 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;
30. it has the funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement (including the Appendices) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as the Banks may in their absolute discretion determine and without liability to such Placee, and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (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;
31. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that the Banks 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;
32. neither the Banks nor any of their respective Affiliates, nor their respective Representatives nor any person acting on behalf of any of them, 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 participation in the Placing is on the basis that it is not and will not be a client of either of the Banks and the Banks have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for giving advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
33. 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 the Banks nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify and hold harmless the Company, each of the Banks and their respective Affiliates and their respective Representatives 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 the Banks (or either one of them) who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
34. it will indemnify, on an after-tax basis, and hold harmless the Company, each of the Banks, their respective Affiliates and their respective Representatives from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising, directly or indirectly, out of 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 acknowledges that it irrevocably appoints any director or authorised signatories of the Banks 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. in connection with the Placing, either of the Banks and any of their respective Affiliates acting as an investor for its own account may acquire Placing Shares and in that capacity may acquire, retain, purchase or sell for its own account such Ordinary Shares in the Company and any other securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Banks or their respective Affiliates acting in such capacity. In addition the Banks may enter into financing arrangements and swaps with investors in connection with which the Banks may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither the Banks nor their respective Affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
37. a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Banks. The Banks reserve the right to take up a portion of the securities in the Placing as a principal position at any stage at their sole discretion, inter alia, to take account of the Company's objectives, MiFID II requirements and/or their allocation policies;
38. its commitment to acquire the Placing Shares on the terms set out in this Announcement (including the Appendices) and in the contract note or trade confirmation will continue notwithstanding any amendment that may in the 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 the Banks' conduct of the Placing;
39. neither the Company nor the Banks owes any fiduciary or other duties to any Placee in respect of any acknowledgements, confirmations, representations, warranties, undertakings or indemnities in the Placing Agreement;
40. it may not rely on any investigation that any of the Banks or any person acting on its behalf may or may not have conducted with respect to the Company and its Affiliates, the Placing Shares or the Placing and the Banks have not made any representation or warranty to it, express or implied, with respect to the suitability or merits of any transactions it may enter into in connection with the Placing, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and no information has been prepared by, or is the responsibility of, the Banks for the purposes of the Placing;
41. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including 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 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 agreements and such non-contractual obligations, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Banks 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
42. the Company, the Banks, their respective Affiliates and their respective Representatives and others will rely upon the truth, accuracy and enforceability of the acknowledgements, representations, warranties, indemnities, undertakings and agreements set forth herein and which are given to each of the Banks on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and the Banks 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. It agrees that if any of the acknowledgements, representations, warranties, undertakings and agreements made in connection with its subscribing and/or acquiring of Placing Shares is no longer true, accurate or enforceable, it shall promptly notify the Company and the Banks.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax relates only to the allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company of the Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty and representation 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. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Banks will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, each of the Banks, their respective Affiliates and their respective Representatives for any stamp duty or stamp duty reserve tax paid or otherwise payable by them in respect of any such arrangements or dealings. In those circumstances, each Placee should seek its own advice and notify the Banks accordingly.
Neither the Company nor the Banks is liable to bear any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, each of the Banks, their respective Affiliates and their respective Representatives from any and all interest, fines or penalties in relation to any such duties or taxes.
Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify the Banks accordingly.
Miscellaneous
Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that the Banks and/or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that each of the Banks is receiving a fee, by way of a commission, in connection with its role in respect of the Placing as detailed in the Placing Agreement. When a Placee or person acting on behalf of the Placee is dealing with either of the Banks any money held in an account with the relevant Bank on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges 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 the relevant Bank's money in accordance with the client money rules and will be used by the relevant Bank in the course of its own business; and the Placee will rank only as a general creditor of the relevant Bank.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of the Banks 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.
Time is of the essence as regards each Placee's obligations under this Appendix.
If a Placee is a discretionary fund manager, it may be asked to disclose, in writing or orally to the Banks, the jurisdiction in which the funds are managed or owned.
All times and dates in this Announcement may be subject to amendment by the Banks and the Company (in their absolute discretion). The Banks shall notify the Placees and any persons acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means, in relation to any payment made to the Company, the Banks or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.
Appendix 2
Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
"£" | "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence" are to the lawful currency of the UK; |
"Admission" | means the 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; |
"Affiliate" | any group undertaking as defined in section 1161 of the Companies Act 2006 or associated undertaking as defined in section 449 of the Corporation Tax Act 2010; |
"Announcement" | means this announcement and its appendices; |
"Banks" | means Liberum and Investec; |
"Bookbuild" | means the bookbuilding process to be commenced by the Banks 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; |
"certificated" or "in certificated form" | means in respect of a share or other security, not in uncertificated form; |
"Company" | means Ricardo plc; |
"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; |
"Euroclear" | means Euroclear UK & Ireland Limited; |
"FCA" | means the UK Financial Conduct Authority; |
"FSMA" | means the Financial Services and Markets Act 2000 (as amended); |
"Group" | means the Company and its subsidiary undertakings |
"Investec" | Investec Bank plc; |
"JerseyCo" | means Project Star Funding Limited, a Jersey incorporated subsidiary of the Company; |
"Liberum" | Liberum Capital Limited; |
"Listing Rules" | means the listing rules made by the FCA pursuant to Part VI of FSMA; |
"London Stock Exchange" | means London Stock Exchange plc; |
"Material Adverse Effect" | means a material adverse change (whether or not foreseeable as at the date of this Agreement) in, or any development reasonably likely to result in a material adverse change in, the condition (financial, operational, legal or otherwise), prospects, earnings or business affairs of the Group taken as a whole, whether or not arising in the ordinary course of business; |
"MAR" | means the Market Abuse Regulation (EU) No. 596/2014; |
"Official List" | means the Official List of the FCA; |
"Option Agreement" | means the option agreement entered into between the Company, Liberum and JerseyCo on or about the date hereof; |
"Order" | means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended; |
"Ordinary Shares" | means ordinary shares of £0.25 each in the capital of the Company; |
"Placee" | means a person procured by either of the Banks to subscribe for Placing Shares; |
"Placing Agreement" | has the meaning given to it in Appendix 1 to this Announcement; |
"Placing Price" | means 333 pence per Placing Share; |
"Placing Results Announcement" | means the announcement to be published by the Company confirming the results of the Placing via a Regulatory Information Service following the execution of the Term Sheet; |
"Placing Shares" | has the meaning given in paragraph 1 of this Announcement; |
"Placing" | has the meaning given in paragraph 1 of this Announcement; |
"PRA" or "Prudential Regulation Authority" | means the UK Prudential Regulation Authority; |
"Prospectus Regulation" | means Regulation (EU) 2017/1129; |
"Regulation S" | means Regulation S promulgated under the Securities Act; |
"Regulatory Information Service" | has the meaning given in Appendix 1.1 of the Listing Rules; |
"Relevant Person" | has the meaning given to it in Appendix 1 to this Announcement; |
"Representatives" | means in relation to a person, each of its directors, officers, partners, employees, advisers or agents; |
"Retail Offer" | the offer of new Ordinary Shares made to private investors through the PrimaryBid platform |
"Retail Offer Shares" | new Ordinary Shares to be allotted and issued pursuant to the Retail Offer |
"Rothschild & Co" | N.M. Rothschild & Sons, Limited |
"Securities Act" | means the U.S. Securities Act of 1933, as amended; |
"Subscription and Transfer Agreement" | means the subscription and transfer agreement entered into between the Company, Liberum and JerseyCo on or about the date hereof; |
"subsidiary" or "subsidiary undertaking" | each have the meaning given to such term in the Companies Act 2006; |
"Term Sheet" | has the meaning given to it in Appendix 1 to this Announcement; |
"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; |
"United Kingdom" or "UK" | means the United Kingdom of Great Britain and Northern Ireland; and |
"United States" or "US" | means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. |
[1] This is an estimate only and not intended to be a forecast of actual results or profits.
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