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Yew Grove REIT PLC (YEW)

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Thursday 13 June, 2019

Yew Grove REIT PLC

Announcement of Share Issuance Programme

RNS Number : 0380C
Yew Grove REIT PLC
13 June 2019
 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN IRELAND, THE UNITED KINGDOM, BELGIUM, THE NETHERLANDS OR LUXEMBOURG (TOGETHER "ELIGIBLE MEMBER STATES"), AND THEN, ONLY TO PERSONS IN ELIGIBLE MEMBER STATES WHO ARE NOT RETAIL INVESTORS) OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

Yew Grove REIT plc

(the "Company" or "Yew Grove")

 

Announcement of Share Issuance Programme, subject to Shareholder approval at EGM

Proposed Initial Placing to issue between 8.0 million and 10.0 million New Shares as first Tranche of Share Issuance Programme

Pipeline update

Dividend Update

 

Introduction

Yew Grove REIT plc (LSE:YEW, Euronext:YEW), which owns a diversified portfolio of Irish commercial property assets, today announces the proposed issue of up to 100 million New Shares in a number of Tranches, through a 12-month Share Issuance Programme. The proceeds of the Share Issuance Programme will be used to fund the acquisition of assets that fit the Company's investment policy.

The Company is pleased to announce a proposed placing of between 8.0 million and 10.0 million Initial Placing Shares of nominal value €0.01, each at a price of €1.00 as part of the Initial Placing, which will represent the first Tranche of the Share Issuance Programme.

Highlights

·     

Proposed issue of up to 100 million New Shares over a 12 month period in a series of Tranches through a Share Issuance Programme.

 

·     

Initial Placing of between 8.0 million and 10.0 million Initial Placing Shares at the Placing Price of €1.00 each, which will represent the first Tranche of the Share Issuance Programme.

 

·     

The Share Issuance Programme is intended to fund the acquisition of assets that fit the Company's investment policy, and the increase in capital, together with acquisitions of good quality income-generating assets, will help to increase the Company's dividend capacity and improve cost ratios.

 

·     

First mover opportunity to take advantage of strong occupier demand driving rents for office and industrial property upwards in Yew Grove's target market.

 

·     

The Company has identified an attractive industrial property portfolio that is available for acquisition, totalling €13 million in aggregate value and representing a 7.6 per cent. net investment yield ("NIY"). Additionally, a projected pipeline of acquisitions with a combined cost exceeding €70 million has been identified and is being progressed.

 

·     

The Board expects to announce in June 2019 the 2019 second quarter dividend to be no less than 3.0 cents per Ordinary Share, including approximately 1.5 cent of special dividend deriving from property income from a recent lease surrender agreement.

 

·     

The Board continues to believe that consolidation within its target market offers the opportunity to build a €300-500 million portfolio of high-yielding, high-quality assets over a medium term period.

 

Jonathan Laredo, Chief Executive Officer, commented:

"Since our IPO last year we have built a strong portfolio of diversified and differentiated Irish commercial property, offering attractive yields. With the new funds we are raising as part of our Share Issuance Programme we have the opportunity to significantly expand this portfolio and take advantage of the investment opportunities we see in our target areas of the Irish commercial property market. Our first mover advantage in consolidating the market will allow our shareholders to benefit from the strength of the Irish economy and the tenant led market demand dynamics outside of Dublin's CBD.

"We have already identified a strong pipeline of potential acquisition opportunities and we continue to review further investments.

 "We look forward to the continued support of shareholders to help Yew Grove to achieve its goals and deliver value to all of our shareholders."

Investec Bank plc ("Investec") is acting as Euronext Growth Advisor, Nominated Adviser and Joint Bookrunner, alongside Goodbody Stockbrokers UC ("Goodbody") as Joint Bookrunner and Guy Butler Limited ("Guy Butler") as Placing Agent to the Company in relation to the Initial Placing.

The person responsible for arranging the release of this Announcement on behalf of the Company is Charles Peach.

 

Enquiries:

Yew Grove REIT plc

+353 1 485 3950

Jonathan Laredo, Chief Executive

 

Michael Gibbons, Chief Investment Officer

 

Charles Peach, Chief Financial Officer

 

 

 

Investec Bank plc

 

Joint Broker, NOMAD & Joint Bookrunner

+44 20 7597 5970

David Anderson, Darren Vickers, Cassie Herlihy

 

 

Joint Broker, Euronext Growth Advisor & Joint Bookrunner

 

+353 1 142 1000

Tommy Conway, Eoin Kennedy

 

 

 

Goodbody Stockbrokers UC

+353 1 667 0400

Joint Broker & Joint Bookrunner

 

David Kearney, Joe Gill, John Flynn, Richard Tunney

 

 

 

IFC Advisory

+44 203 934 6630

Financial PR

[email protected]

Tim Metcalfe, Heather Armstrong

 

 

This Announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, New Zealand, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This Announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. The Initial Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Initial Placing Shares is being made in the United States.

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Initial Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, New Zealand, Japan, the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, the Joint Bookrunners or the Placing Agent or any of their respective affiliates that would permit an offer of the Initial Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Initial 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 such restrictions.

This Announcement and any offer if made subsequently is subject to the Alternative Investment Fund Managers Directive ("AIFMD") as implemented by Member States of the European Economic Area. This Announcement and any offer if made subsequently is directed only at professional investors in the following member states: Ireland, the United Kingdom, Belgium, the Netherlands, and Luxembourg (together the "Eligible Member States"). The Investment Manager has not registered a passport for marketing under the passporting programme set out in the AIFMD in any other member state (each an "Ineligible Member State"). This Announcement may not be distributed in any Ineligible Member State and no offers subsequent to it may be made or accepted in any Ineligible Member State.

This Announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of FSMA or (C) otherwise to persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person").  No other person should act 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.

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.

Investec, which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA, and Investec Bank plc (Irish Branch) which is authorised by the PRA in the United Kingdom and is regulated by the Central Bank of Ireland for conduct of business rules, are acting only for the Company in connection with the Initial Placing and are not, and will not be, responsible to anyone other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Initial Placing and/or any other matter referred to in this Announcement.

Goodbody, which is authorised and regulated in Ireland by the Central Bank of Ireland, is only acting for the Company in connection with the Share Issuance Programme and the Initial Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Initial Placing and/or any other matter referred to in this Announcement.
 

Background to the Share Issuance Programme and Initial Placing 

Since the successful initial private placement and admission of Ordinary Shares on AIM and Euronext Growth in June 2018, raising gross proceeds of €75.0 million (the "IPO"), Yew Grove has established a diversified and differentiated Irish commercial property portfolio, with IPO proceeds and substantially all of the debt facility fully invested within 12 months.

The Company is focused on buying industrial and office buildings, with a targeted cost of between €5.0 million and €15.0 million, at yields exceeding 7.0 per cent. The Company's geographical target market is focused on Dublin (other than the Dublin CBD area), the Dublin catchment area, major Irish cities and towns (especially those identified as hubs for industrial development under Project Ireland 2040), and IDA Ireland Business and Technology Parks. The Irish commercial property market continues to provide opportunities for Yew Grove to expand its asset base.

The Company currently owns 16 assets across Ireland with a portfolio mix of approximately 80 per cent. office space, 15 per cent. industrial assets, 3 per cent. mixed use and 2 per cent. retail assets as set out below:

 

 Asset

Type

Location

Value ('m)

Yield to Yew Grove

Reversionary Yield to Yew Grove

WAULT to Lease Break (Years)

WAULT to Lease End (Years)

Vacancy

 

One Gateway

 

Office

Dublin

 

18.0

 

6.6%

 

8.0%

 

3.0

 

4.5

 

0.0%

IDA Letterkenny  Optum

Office

North West

16.0

9.0%

9.1%

8.8

8.8

0.0%

Three Gateway

Office

Dublin

14.0

6.5%

7.7%

1.6

1.6

0.0%

Ashtown Gate

Office

Dublin

9.4

8.3%

9.2%

2.6

8.4

0.0%

Airways Ind Est.

Industrial

Dublin

4.5

6.6%

11.3%

6.4

11.4

0.0%

IDA Athlone KCI

Industrial

Midlands

3.9

11.2%

13.0%

4.3

14.1

0.0%

Blackwater House

Office

Cork

2.3

10.3%

16.2%

1.2

5.0

30.4%

Bridge Centre

Retail

Midlands

1.9

11.8%

9.4%

2.0

2.6

14.4%

Holly Avenue

Industrial

Dublin

1.8

9.4%

9.4%

1.7

8.7

0.0%

Naas Enterprise Park

Industrial

Dublin

1.7

9.9%

11.2%

3.7

3.7

0.0%

Listowel

Mixed use

South West

1.6

16.9%

9.2%

3.8

14.7

0.0%

Canal House

Mixed use

Midlands

1.0

10.8%

5.3%

7.6

7.6

0.0%

Heather Road

Industrial

Dublin

1.0

9.7%

5.6%

10.2

10.2

0.0%

Centre Point

Industrial

Dublin

0.9

12.9%

6.0%

7.3

7.3

0.0%

IDA Waterford TM SE2

Office

South East

4.0

9.3%

10.6%

3.4

14.5

0.0%

Cork Airport Bus Park

Office

Cork

7.5

8.5%

8.7%

4.8

4.8

0.0%

 

 

Total

89.4

8.3%

9.1%

4.4

7.3

1.8%

 

 

Market

The Company operates in a segment of the market that provides strong yields, stable returns and high quality tenants. The focus on non-core commercial property outside the Dublin CBD continues to provide significant opportunities and attractive returns for investors.

Non-core office yields are still below previous cyclical highs, with similar trends evident in industrial, providing headroom for potential future growth. Yields in CRE outside of the Dublin CBD remain attractive, with provincial commercial rents remaining substantially below previous cyclical highs.

The Company continues to target these unique growth opportunities, in a market with limited competition and restricted access to permanent capital. 

Acquisition Pipeline

A pipeline of potential property acquisitions has been identified, totalling €13.0 million in aggregate and representing an average 7.6 per cent. NIY.

The target portfolio consists of three buildings, comprising purpose built industrial/medical technology facilities and car parking. The properties are well located in the heart of Ireland's 'MedTech Triangle', and can accommodate future expansion, subject to tenants' needs and the Company's resources. The target portfolio in aggregate of €13.0 million represents a 7.6 per cent. NIY and 8.1 per cent. reversionary yield. The properties have three tenants and a WAULT of 12.5 years to expiry / 3.9 years to break.

Additionally, a projected pipeline of acquisitions with a combined cost exceeding €70.0 million has been identified and is being progressed.

The Board continues to believe that consolidation within its target market offers the opportunity to build a €300-500 million portfolio of high-yielding, high-quality assets over a medium-term period.

The Share Issuance Programme and the Initial Placing

The purpose of the Share Issuance Programme is to raise further capital over a 12 month period enabling the Company to exploit the available pipeline of opportunities, thereby enlarging the Company's portfolio of assets and further supporting its dividend capacity. It is intended that the Share Issuance Programme will fund these investments; exploiting the benefits associated with growing the size of the Company's portfolio with high quality assets meeting the Company's investment criteria. The Company plans to issue between 8.0 million and 10.0 million Initial Placing Shares as part of the Initial Placing which will represent the first Tranche of the Share Issuance Programme. The Initial Placing is being launched today.

Benefits of the Share Issuance Programme and the Initial Placing

The Directors believe that the Share Issuance Programme and the Initial Placing and target portfolio acquisition have the following principal benefits for shareholders:

·     

On completion, the acquisition and Initial Placing together are expected to be earnings accretive, with pro forma annualised rent roll of €8.52 million;

 

·     

Reduction of total expense ratio as fixed costs are spread over a larger capital base;

 

·     

The expanded portfolio's increased revenues, offset by a modest increase in running costs, will combine to  further support future dividend capacity;

 

·     

Future capacity to raise further equity against targeted property acquisitions; and

 

·     

Debt capacity may be increased within stated 25% target gearing limits, which provides potential to acquire further assets and enhance existing assets.

 

As at the date of this Announcement the Board is in discussions to extend the existing debt facilities available to the Group by €9.0 million to part finance the identified acquisition pipeline.

 

The Initial Placing

The Company plans to issue between 8.0 million and 10.0 million New Shares as part of the Initial Placing which will represent the first Tranche of the Share Issuance Programme. The Initial Placing is being launched today. The Placing Price for the Initial Placing Shares is €1.00 per Initial Placing Share.

The Placing Price represents a discount of 0.2 per cent. to the last reported NAV of 100.18c per Ordinary Share as at 31 December 2018.

The Company intends to announce the results and size of the Initial Placing on 18 June 2019.

The Initial Placing Shares will be issued credited as fully paid and will be identical to and rank pari passu in all respects with the Ordinary Shares, including with respect to the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares following the date of Admission, (but for the avoidance of doubt shall not have an entitlement to the 2019 second quarter dividend, which it is expected will be no less than 3.0 cents per share, including approximately 1.5 cent of special dividend, deriving from property income from a recent lease surrender agreement, which is expected to be announced on 26 June 2019). The Initial Placing is not being underwritten.

If the Initial Placing is successful and if the Resolutions are approved at the EGM, the Company will submit an application for the Initial Placing Shares to be admitted to trading on AIM and Euronext Growth. It is expected that Admission of the Initial Placing Shares will become effective, and that dealings in the Initial Placing Shares will commence, on 8 July 2019.

Dividends

As set out in the Company's admission document published at the time of its IPO, the Company targeted a dividend yield of 7.0 per cent. per annum based on the IPO issue price of €1.00 per Ordinary Share following full investment.

Payment of quarterly dividends commenced in March 2019, with the payment of a first quarter interim dividend of 1.1 cents per Ordinary Share for the period ended 29 March 2019. The Board expects to announce on 26 June the 2019 second quarter dividend to be no less than 3.0 cents per Ordinary Share, including approximately 1.5 cent of special dividend.

Expansion of the Group's asset portfolio will further support future dividend capacity.

Conditions to the Share Issuance Programme

The issuance of any New Shares pursuant to the Share Issuance Programme will be conditional upon:

·      the passing of the Resolutions at the EGM;

·      Admission to trading on AIM and Euronext Growth occurring in respect of each relevant Tranche; and

·      in relation to each Tranche, the Board approving that Tranche and the placing agreement to which that Tranche relates not being terminated in accordance with its terms and it becoming unconditional in respect of that Tranche.

 

The Company may, at its discretion, agree to or stipulate additional conditions to any Subsequent Placings. If any of these conditions are not met, the issue of the relevant Tranche of New Shares pursuant to the Share Issuance Programme will not proceed.

The placing price of placing shares in any Subsequent Placing will be determined at the time of that placing, after due consultation between the Company and its bookrunners, from time to time.

Directors' participation in the Initial Placing

The following Directors have indicated their intention to subscribe for the following Initial Placing Shares at the Placing Price:

Name

Position

Number of Initial Placing Shares

Ordinary Shares following the Initial placing

Barry O'Dowd

Chairman, non-executive Director

15,000

40,000

Jonathan Laredo

Chief Executive Officer

20,000

2,549,596

Garry O'Dea

Non-executive Director

25,000

50,000

Eimear Moloney

Non-executive Director

20,000

45,000

Brian Owens

Non-executive Director

20,000

45,000

 

General Meeting

The Company's existing authority to allot Ordinary Shares is insufficient for the purpose of the Share Issuance Programme, therefore, the Company is proposing that Shareholders pass the Resolutions in order to:

·      grant authority to the Directors to allot and issue up to a maximum of 100 million New Shares pursuant to the Share Issuance Programme; and

·      disapply pre-emption rights in respect of the allotment and issue of such number of New Shares pursuant to such authority,

with those authorities expiring at close of business on 4 July 2020.

An Extraordinary General Meeting of the Company, notice of which is set out at the end of the Circular and at which the Resolutions will be proposed, is to be held on 5 July 2019 at 11am at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland in order to consider and approve the Resolutions. Please note that the summary and explanation set out above is not the full text of the Resolutions and Shareholders should review the full text of the Resolutions before returning their Forms of Proxy.

The proposals described above are required in order to implement the Share Issuance Programme. Accordingly, the Share Issuance Programme is conditional on Shareholders approving the above Resolutions at the EGM. These authorities would, if approved at the EGM, be in addition to the authority and power granted at the Company's 2019 annual general meeting.

Recommendation

The Board believes that the Resolutions to be proposed at the EGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Resolutions as those Directors who are also Shareholders intend to do in respect of all of the Ordinary Shares held or beneficially owned by them amounting in aggregate to 4,933,580 Ordinary Shares representing approximately 6.58 per cent. of the existing issued ordinary share capital of the Company at the date of this Announcement.

Expected timetable of principal events

 

Launch of Initial Placing

13 June 2019

Anticipated date of posting of the Circular

13 June 2019

Anticipated date of Book closing

17 June 2019

Announcement of result of Initial Placing

18 June 2019

Last time and date for receipt of Forms of Proxy and CREST Proxy Instructions for the EGM

11am on 3 July 2019 2019

EGM

11am on 5 July 2019

Announcement of results of EGM

5 July 2019

Issue of the New Ordinary Shares pursuant to the Initial Placing and Admission and crediting of CREST accounts in respect of New Shares issued in the Initial Placing

8 July 2019

Expiry of Share Issuance Programme Authorities

4 July 2020 (assuming Resolutions are passed on 5 July 2019)

The times and dates set out in the expected timetable and mentioned throughout this Announcement may, in certain circumstances, be adjusted by the Company, in which extent details of the new times and dates will be notified, as required, to Euronext Dublin and the London Stock Exchange and, where appropriate, Shareholders, and an announcement will be made through a Regulatory Information Service and RNS. All references to times in this Announcement are to Dublin standard time unless otherwise stated.

 

DEFINITIONS USED IN THIS ANNOUNCEMENT

"Admission" means admission of the Initial Placing Shares to trading on AIM and Euronext Growth under the Share Issuance Programme;

"AIM" means AIM, a market operated by the London Stock Exchange;

"Announcement" means this announcement and the Appendix;

Board" means the board of Directors or a duly constituted committee thereof;

"Circular" means a circular setting out full details of the proposals to be considered at the EGM in respect of the Share Issuance Programme, including the notice of EGM;

"Directors" means the directors from time to time of the Company and Director is to be construed accordingly;

"Disclosure Guidance and Transparency Rules" means the Disclosure Guidance and Transparency Rules of the FCA, as amended or re-issued from time to time;

"Dublin CBD" means the central business district of Dublin from time to time (as may be reasonably determined by the Company)

"EGM" means the extraordinary general meeting of the Company to consider the Proposals, convened for 11am on 5 July 2019 or any adjournment thereof, notice of which is set out in the Circular;

"Estimated Rental Value" means the current estimated market rental value of a property;

"Euronext Dublin" means The Irish Stock Exchange plc trading as Euronext Dublin;

"Euronext Growth" means the Euronext Growth Market, a market operated by Euronext Dublin;

"Form of Proxy" means the personalised form of proxy for use by Shareholders in connection with the EGM;

"Joint Bookrunners" and each a "Joint Bookrunner" means Investec and Goodbody;

"Initial Placing" means the placing of the Initial Placing Shares pursuant to the first tranche of Share Issuance Programme;

"Initial Placing Shares" means between 8.0 million and 10.0 million New Shares that the Company is seeking to issue in the Initial Placing;

"Investment Manager" means Ballybunion Capital Limited in its capacity as the Company's alternative investment fund manager;

"IPO" means the Company's initial offering and listing of its Ordinary Shares on and Euronext Growth in June 2018, raising €75.0 million through the issue of 75.0 million Ordinary Shares at an issue price of €1.00 per Ordinary Share;

"Launch Announcement" means this announcement and the Appendix;

"London Stock Exchange" or "LSE" means the London Stock Exchange plc;

"MAR" means Market Abuse Regulation (EU) No 596/2014;

"New Shares" means the new Ordinary Shares to be issued pursuant to the Share Issuance Programme;

"NIY" means net investment yield;

"Ordinary Share" means an ordinary share of €0.01 each in the capital of the Company;

"Placees" means new and existing eligible investors under the Share Issuance Programme;

"Placing Agent" means Guy Butler;

"Placing Agreement" means the placing agreement between the Company and the Joint Bookrunners dated the same date as this announcement in respect of the Initial Placing;

"Placing Price" means €1.00 per Initial Placing Share;

"Prohibited Jurisdiction" means any jurisdiction including, without limitation, the United States, Canada, Australia, New Zealand, Japan, and the Republic of South Africa, in which such offer or solicitation of New Shares is or may be unlawful;

"Registrar" means Link Registrars Limited, in its capacity as registrar to the Company;

"Resolutions" means the ordinary and special resolutions to be proposed at the EGM;  

"Reversionary Yield to Yew Grove" means the Estimated Rental Value of the property as a percentage of its current valuation;  

"Share Issuance Programme" means the proposed placing of up to 100 million New Shares pursuant to the Initial Placing and, if applicable, any Subsequent Placings prior to the closing date of the Share Issuance Programme;

"Shareholder" means a registered holder of an Ordinary Share;

"Subsequent Placings" means any issuance of New Shares by the Company following the Initial Placing but prior to the closing date of the Share Issuance Programme;

"Tranche" means a tranche of New Shares issued under the Share Issuance Programme;

"WAULT" means weighted average unexpired lease term; and

"Yield to Yew Grove" means the current rental income of the property as a percentage of its current valuation.

 

 

 

 

IMPORTANT NOTICES

This Announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, New Zealand, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This Announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. The Initial Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Initial Placing Shares is being made in the United States.

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Initial Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, New Zealand, Japan, the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, the Joint Bookrunners or the Placing Agent or any of their respective affiliates that would permit an offer of the Initial Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Initial 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 such restrictions.

This Announcement and any offer if made subsequently is subject to the Alternative Investment Fund Managers Directive ("AIFMD") as implemented by Member States of the European Economic Area. This Announcement and any offer if made subsequently is directed only at professional investors in the following member states: Ireland, the United Kingdom, Belgium, the Netherlands and Luxembourg (together the "Eligible Member States"). The Investment Manager has not registered a passport for marketing under the passporting programme set out in the AIFMD in any other member state (each an "Ineligible Member State"). This Announcement may not be distributed in any Ineligible Member State and no offers subsequent to it may be made or accepted in any Ineligible Member State.

This Announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of FSMA or (C) otherwise to persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person").  No other person should act 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.

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.

Investec, which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA, and Investec Bank plc (Irish Branch) which is authorised by the PRA in the United Kingdom and is regulated by the Central Bank of Ireland for conduct of business rules, are acting only for the Company in connection with the Initial Placing and are not, and will not be, responsible to anyone other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Initial Placing and/or any other matter referred to in this Announcement.

Goodbody, which is authorised and regulated in Ireland by the Central Bank of Ireland, is only acting for the Company in connection with Initial Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Initial Placing and/or any other matter referred to in this Announcement.

Any indication in this Announcement of the price at which the Ordinary Shares of the Company 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 and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The Initial Placing Shares to be issued pursuant to the Initial Placing and the Share Issuance Programme will not be admitted to trading on any stock exchange other than AIM and Euronext Growth.

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 issued by and is the sole responsibility of the Company. Neither of the Joint Bookrunners, nor the Placing Agent nor any of their respective affiliates accept any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of the Joint Bookrunners or the Placing Agent or any of their respective affiliates in connection with the Company, the Initial Placing Shares or the Share Issuance Programme. The Joint Bookrunners and the Placing Agent and each of their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Joint Bookrunners or the Placing Agent or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

In connection with the Initial Placing, each of the Joint Bookrunners and the Placing Agent and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Initial Placing Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Initial Placing Shares and other securities of the Company or related investments in connection with the Initial Placing or otherwise.

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 Initial Placing Shares. Any investment decision to subscribe for Initial Placing Shares in the Initial Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners or the Placing Agent.

This document may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Group and certain plans and objectives of the Board. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often include words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would" or "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Board in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Yew Grove except where expressly stated and no statement in this Announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share.

By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results or developments to differ materially from those expressed in or implied by such 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 general economic and business conditions, changes in interest rates, introduction of competing products or services, lack of acceptance of new products or services, changes in business strategy and the behaviour of other market participants and other factors, and therefore undue reliance should not be placed on such statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them. Except as required by the Financial Conduct Authority, the London Stock Exchange, the AIM Rules, the Euronext Growth Rules, the Disclosure Guidance and Transparency Rules or applicable law, Yew Grove does not have any obligation to update or revise publicly any statement, whether as a result of new information, further events or otherwise. Except as required by the AIM Rules, the Euronext Growth Rules, the Disclosure Guidance and Transparency Rules or applicable law, Yew Grove expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any statement contained herein to reflect any change in Yew Grove's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this document might not occur.  Publication of this document shall not give rise to any implication that there has been no change in the facts set out in this document since the date of this document.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

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

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Initial Placing. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Members of the public are not entitled to participate in the Initial Placing.

Information to Distributors

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 Product Governance Requirements) may otherwise have with respect thereto, the Initial Placing Shares have been subject to a product approval process, which has determined that the Initial Placing Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Initial Placing Shares may decline and investors could lose all or part of their investment; the Initial Placing Shares offer no guaranteed income and no capital protection; and an investment in the Initial 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 Initial Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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 Initial Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Initial Placing Shares and determining appropriate distribution channels.

 

 

APPENDIX

TERMS AND CONDITIONS OF THE INITIAL PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE INITIAL PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY THE JOINT BOOKRUNNERS WHO ARE:

(A) PERSONS IN THE FOLLOWING MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"): IRELAND, THE UNITED KINGDOM, BELGIUM, THE NETHERLANDS AND LUXEMBOURG (TOGETHER, THE "ELIGIBLE MEMBER STATES") WHO ARE "PROFESSIONAL INVESTORS" FOR THE PURPOSES OF DIRECTIVE 2011/61/EU AS AMENDED (THE "ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE" OR "AIFMD"); AND

(B) ADDITIONALLY IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) ("FSMA"); OR

(C) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED,

(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON.

DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. 

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, CANADA, NEW ZEALAND OR JAPAN, ANY INELIGIBLE MEMBER STATE (AS HEREINAFTER DEFINED) OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, CANADA, NEW ZEALAND OR JAPAN, ANY INELIGIBLE MEMBER STATE OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL (EACH A "PROHIBITED JURISDICTION").

ALL OFFERS OF THE INITIAL PLACING SHARES IN THE EEA WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE 2003/71/EC FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS. IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS BEING DIRECTED SOLELY AT PERSONS IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF FSMA DOES NOT APPLY.

 THIS ANNOUNCEMENT OR ANY PART OF IT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES IN ANY PROHIBITED JURISDICTION. NO PUBLIC OFFERING OF THE INITIAL PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL, OR ANY SOLICITATION OF AN OFFER TO BUY, SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT (I) REGISTRATION UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR (II) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE INITIAL PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF THE INITIAL PLACING SHARES IS BEING MADE IN THE UNITED STATES.

This Announcement and any offer if made subsequently is subject to the Alternative Investment Fund Managers Directive ("AIFMD") as implemented by Member States of the European Economic Area. This Announcement and any offer if made subsequently is directed only at professional investors in the Eligible Member States. The Investment Manager has not registered a passport for marketing under the passporting programme set out in the AIFMD in any other Member State of the European Economic Area (each an "Ineligible Member State"). This Announcement may not be distributed in any Ineligible Member State and no offers subsequent to it may be made or accepted in any Ineligible Member State.

This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by Yew Grove REIT plc (the "Company" or "Yew Grove"), the Joint Bookrunners or the Placing Agent or any of their respective Affiliates (as defined below at paragraph 4.6) or any person acting on their behalf that would permit an offer of the Initial Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Initial 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 such restrictions.  Any investment or investment activity to which this Announcement and the information contained herein relate is available only to Relevant Persons.

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.

Any indication in this Announcement of the price at which the Ordinary Shares of the Company 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 and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

 

Information to distributors

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 Product Governance Requirements) may otherwise have with respect thereto, the Initial Placing Shares have been subject to a product approval process, which has determined that the Initial Placing Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Initial Placing Shares may decline and investors could lose all or part of their investment; the Initial Placing Shares offer no guaranteed income and no capital protection; and an investment in the Initial 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 Initial Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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 Initial Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Initial Placing Shares and determining appropriate distribution channels.

Investec Bank plc which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA, and Investec Bank plc (Irish Branch) which is authorised by the PRA in the United Kingdom and is regulated by the Central Bank of Ireland ("CBI") for conduct of business rules, is acting as a Joint Bookrunner for the Company and no-one else in connection with the Initial Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Initial Placing and/or any other matter referred to in this Announcement.

Goodbody Stockbrokers UC, which is authorised and regulated in Ireland by the CBI, is acting as a Joint Bookrunner for the Company and no-one else in connection with the Initial Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Initial Placing and/or any other matter referred to in this Announcement

By participating in the Initial Placing, each person who is invited to and who chooses to participate in the Initial Placing (a "Placee") by making or accepting an oral offer to subscribe for Initial Placing Shares is deemed to have read and understood this Announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF INITIAL PLACING SHARES.

 

1.         DETAILS OF THE PLACING AGREEMENT AND THE INITIAL PLACING SHARES

1.1.      The Company has today entered into a placing agreement (the "Placing Agreement") with the Joint Bookrunners. Pursuant to the Placing Agreement, the Joint Bookrunners have, subject to the terms set out therein, severally, and not jointly or jointly and severally, agreed to use their respective reasonable endeavours, as agents of the Company, to procure Placees for the Initial Placing Shares in respect of the Initial Placing. No element of the Initial Placing is underwritten.

1.2.      The Initial Placing Shares will, when issued, be subject to the constitution of the Company, be credited as 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 the right to receive dividends (but excluding for the avoidance of doubt, the 2019 second quarter dividend) and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Initial Placing Shares.

1.3.      The Initial Placing Shares will be issued free of any encumbrance, lien or other security interest.

1.4.      Completion of the Initial Placing is conditional, inter alia, upon the passing of the Resolutions to be set out in the Circular.

1.5.      Each person or entity who is invited to and confirms its agreement (whether orally or in writing) to the Joint Bookrunners to subscribe for Ordinary Shares (the "Placee Confirmation") will be bound by these terms and conditions and will be deemed to have accepted these terms and conditions. The Placee Confirmation will constitute an irrevocable legally binding commitment upon the person or entity who gave the Placee Confirmation (who at that point will become a Placee) in favour of the Company and the Joint Bookrunners to subscribe for Ordinary Shares under these terms and conditions.

1.6.      The Company and/or the Joint Bookrunner may require a Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as the Company and/or the Joint Bookrunner (in its absolute discretion) sees fit and/or may require a Placee to execute a separate placing letter or placing confirmation (a "Placing Letter").

2.         APPLICATION FOR LISTING AND ADMISSION TO TRADING

The Company will apply to Euronext Dublin and to the London Stock Exchange for Admission of the Initial Placing Shares. It is expected that Admission will become effective on or around 8.00 am (Dublin/London time) on 8 July 2019, and that dealings in the Initial Placing Shares will commence at that time.

3.         BOOKBUILD

Commencing today, the Joint Bookrunners will be conducting a bookbuilding process (the "Bookbuilding Process") to determine demand for participation in the Initial Placing by Placees. This announcement gives details of the terms and conditions of, and the mechanics of participation in, the Initial Placing.

4.         PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE BOOKBUILDING PROCESS

4.1.      Participation in the Initial Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners (or either of them). The Joint Bookrunners and their respective Affiliates or any person acting on their behalf are entitled to participate as Placees in the Bookbuilding Process.

4.2.      The books will open with immediate effect. The Bookbuilding Process is expected to close not later than 5 pm (Dublin/London time) on 17 June 2019, but may be closed earlier at the discretion of the Joint Bookrunners. A further announcement will be made following the close of the Bookbuilding Process detailing the number of Initial Placing Shares which are being placed (the "Initial Placing Results Announcement"). The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed.

4.3.      A bid in the Bookbuilding Process will be made on the terms and conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the Joint Bookrunners' consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.

4.4.      A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by email/telephone to the usual sales contact at Investec or Goodbody. Each bid should state the number of Initial Placing Shares which the prospective Placee wishes to subscribe for at the Initial Placing Price. If successful, the relevant Joint Bookrunner will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement upon such person (who will at that point become a Placee) in favour of the Company and the Joint Bookrunners pursuant to which each such Placee will be required to accept the number of Initial Placing Shares allocated to the Placee at the Initial Placing Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's constitution. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by the Joint Bookrunner. The terms of this Appendix will be deemed incorporated in that trade confirmation. Each such Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Company and the relevant Joint Bookrunner, to pay to the relevant Joint Bookrunner or (as it may direct) one of its Affiliates or any person acting on their behalf in cleared funds an amount equal to the product of the Initial Placing Price and the number of Initial Placing Shares such Placee has agreed to acquire. The Joint Bookrunners will procure the allotment of the Initial Placing Shares to each Placee following each Placee's payment to the relevant Joint Bookrunner of such amount. By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations in respect of the Initial 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 a Joint Bookrunner.

4.5.      The Joint Bookrunners reserve the right to scale back the number of Initial Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Initial Placing. The Joint Bookrunners also reserve the right not to accept offers to subscribe for Initial Placing Shares or to accept such offers in part rather than in whole. The acceptance of offers shall be at the absolute discretion of the Joint Bookrunners. The Joint Bookrunners shall be entitled to effect the Initial Placing by such alternative method to the Bookbuilding Process as they shall in their absolute discretion determine. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Initial Placing.

4.6.      To the fullest extent permissible by law, neither Joint Bookrunner, nor any holding company thereof, any subsidiary thereof, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an "Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Joint Bookrunner, nor any of their respective Affiliates nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Initial Placing as the Joint Bookrunners and the Company may determine. No commissions will be paid to Placees or by Placees in respect of any Initial Placing Shares.

4.7.      All obligations of the Joint Bookrunners under the Initial Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing".

5.         CONDITIONS OF THE INITIAL PLACING

5.1.      The Initial Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

5.2.      The obligations of the Joint Bookrunners under the Placing Agreement are conditional, inter alia, on:

5.2.1.   Admission becoming effective on or before 8.00 am on 8 July 2019 (or such later time and/or date as the Joint Bookrunners and the Company may agree but in any event not later than 8.00 am on 20 July 2019);

5.2.2.   the passing of the Resolutions (without amendment) on 5 July and the result of the EGM being announced;

5.2.3.   the delivery by the Company (through the Joint Bookrunners) by 7.00 am on the date of the Placing Agreement or such later time as agreed in writing between the Joint Bookrunners and the Company (and in any event before it is published to any other person) of a copy of this Announcement; 

5.2.4.   the Company delivering to the Joint Bookrunners various documents required to be delivered under the Placing Agreement by no later than 8.00 am on the date of the Placing Agreement (or such later time and date as the Company and the Joint Bookrunners may agree); 

5.2.5.   the Joint Bookrunners not having exercised their right to terminate the Placing Agreement pursuant to the provisions of the Placing Agreement;

5.2.6.   the Company delivering to the Joint Bookrunners on or before 13 June 2019, a certified copy or original of the Circular and the Form of Proxy in the agreed form and the resolutions of the Board of Directors of the Company approving the release of the same and the despatch by post of the Circular and the Form of Proxy in accordance with the Companies Act 2014 on or before 13 June 2019;

5.2.7.   the Company delivering to the Joint Bookrunners by 6 pm on the date of the EGM (unless otherwise expressly agreed in writing by the Joint Bookrunners) certified copies of the duly passed resolutions of the Board approving, inter alia, the allotment of the Initial Placing Shares and a certified copy of the Resolutions (as passed at the EGM);

5.2.8.   none of the warranties contained in the Placing Agreement being untrue, inaccurate or misleading at the date of the Placing Agreement and there being no change of circumstances such that, if the Warranties were to be repeated at any time before or as at Admission by reference to the facts and circumstances then subsisting, any such warranties would be untrue, inaccurate or misleading save in each case to the extent which the Joint Bookrunners, acting in good faith, consider it is not material in the context of the Initial Placing and Admission;

5.2.9.   the delivery by the Company to the Joint Bookrunners of a duly executed certificate in the form outlined in the Placing Agreement not later than 5.00 pm on the business day immediately preceding Admission and effective as of Admission;

5.2.10. the performance by the Company of its obligations under the Placing Agreement or with the requirements of any laws or regulations (including the AIM Rules, the Euronext Growth Rules and FSMA) so far as the same fall to be performed prior to Admission and which are material in the context of Admission and the Initial Placing;

5.2.11. no Supplementary Document or Announcement (as such term is defined in the Placing Agreement), other than in respect of the 2019 second quarter dividend or matters referred to in this Announcement, having been, or required to be, published by the Company; and

5.2.12. the Investment Manager having complied with its obligations under AIFMD and the the EU (Alternative Investment Fund Managers Regulations) 2013 of Ireland (S.I. No. 257 of 2013) insofar as they relate to the Initial Placing and the authorisation of the Investment Manager by the CBI as an alternative investment fund manager remaining in full force and effect in accordance with its terms on Admission.

5.3.      If (a) any condition is not satisfied in all respects (or to the extent permitted under the Placing Agreement waived by the Joint Bookrunners), or (b) the Placing Agreement is terminated in the circumstances specified below, the Initial Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither the Joint Bookrunners, nor the Company, nor any of their respective Affiliates nor any person acting on their behalf shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Initial Placing generally.

5.4.      By participating in the Initial Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Right to terminate under the Placing Agreement", and will not be capable of rescission or termination by the Placee.

 

6.         RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT

6.1.      The Joint Bookrunners, and either Joint Bookrunner severally, may, at any time before Admission, terminate the Initial Placing Agreement by giving notice to the Company if, inter alia:

(a)        there shall develop, occur or come into effect any substantial change in national or international political, military, diplomatic, terrorist, monetary, industrial, economic, financial or stock market conditions or there shall occur or come about any disruption to the settlement of security transactions or the operation of payment or clearance services in the United Kingdom, Ireland or the EEA which, in the opinion of the Joint Bookrunners acting in good faith would be likely to prejudice the success of the Initial Placing or which would make it impracticable or inadvisable to proceed with the Initial Placing or with Admission;

(b)        there shall have been a change, development or a matter requiring notification to the Joint Bookrunners under the provisions of the Placing Agreement (other than in respect of the 2019 second quarter dividend or matters referred to in this Announcement) or any other material adverse change, or a development involving a prospective material adverse change, in or affecting the business, management, financial or trading position or prospects or results of the Company or any Group Company, whether or not arising in the ordinary course of business, which, in any such case, in the opinion of the Joint Bookrunners would be likely to prejudice the success of the Initial Placing or which would make it impracticable or inadvisable to proceed with the Initial Placing or with Admission;

(c)        the Company fails to comply in any respect with any of their respective obligations under the Placing Agreement, or with the requirements of any laws or regulations (including the AIM Rules and the Euronext Growth Rules) in relation to the Initial Placing or Admission;

(d)        either Joint Bookrunner becomes aware of any fact, matter or circumstance which constitutes or may or could reasonably be expected to constitute a breach of the warranties under the Placing Agreement or may or could reasonably be expected to give rise to an indemnity claim under the Placing Agreement or which might reasonably impede the Joint Bookrunners from fulfilling any of their respective roles (to include in the case of Investec, Nominated Adviser or Euronext Growth Advisor roles) or which indicates that any of the warranties under the Placing Agreement has become or may or could reasonably be expected to become untrue, inaccurate or misleading by reference to the facts and circumstances subsisting from time to time up to and including Admission which in the joint opinion of the Joint Bookrunners acting in good faith would be likely to prejudice the success of the Initial Placing or which would make it impracticable or inadvisable to proceed with Admission;

(e)        any of the conditions under the Placing Agreement shall have become incapable of fulfilment before the latest time applicable and, if capable of waiver, has not been waived; or

(f)         it should come to the notice of either Joint Bookrunner that any statement contained in any of the documents relating to the Initial Placing (to include the Placing Agreement) ("Placing Documents") is not fair, accurate and not misleading which the Joint Bookrunners consider to be material in the context of the Initial Placing and/or Admission or that matters have arisen which would, if the Placing Documents were was issued at that time, constitute an omission therefrom which the Joint Bookrunners consider to be material in the context of the Initial Placing and/or Admission, and such matter may not, in the opinion of the Joint Bookrunners, be addressed by the publication of a further document or the making of an announcement.

6.2.      By participating in the Initial Placing, each Placee agrees with the Joint Bookrunners that the exercise (or the refraining from exercise) by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that the Joint Bookrunners need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, the Joint Bookrunners shall have no liability whatsoever to the Placees in connection with any such exercise.

7.         LOCK-UP

7.1.      The Company has undertaken to the Joint Bookrunners that, between the date of the Placing Agreement and 120 days after completion of the Initial Placing, it will not, without the prior written consent of the Joint Bookrunners (acting in good faith) enter into certain transactions involving or relating to the Ordinary Shares, subject to certain carve-outs agreed between the Joint Bookrunners and the Company.

7.2.      By participating in the Initial Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant 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 Joint Bookrunners and that they need not make any reference to, or consultation with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

8.         NO PROSPECTUS OR ADMISSION DOCUMENT

No prospectus or admission document has been or will be prepared in relation to the Initial Placing and no such prospectus or admission document is required (in accordance with the Directive 2003/71/EC as amended (the "Prospectus Directive") and the AIM Rules and Euronext Growth Rules respectively) to be published and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information previously published by or on behalf of the Company by notification to or via a Regulatory Information Service. Each Placee, by accepting a participation in the Initial Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to the Joint Bookrunners and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners (other than the amount of the relevant Initial Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of their respective Affiliates, nor any person acting on their behalf or the Company and neither the Joint Bookrunners nor any of their respective Affiliates, any person acting on their behalf, nor the Company will be liable for the decision of any Placee to participate in the Initial Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Initial Placing, each Placee acknowledges to and agrees with the Joint Bookrunners for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Initial Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

9.         REGISTRATION AND SETTLEMENT

9.1.      Settlement of transactions in the Initial Placing Shares (ISIN IE00BDT5KP12) following Admission will take place within the CREST system, subject to certain exceptions. The Joint Bookrunners reserve the right to require settlement for and delivery of the Initial Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

9.2.      Each Placee allocated Initial Placing Shares in the Initial Placing will be sent a trade confirmation stating the number of Initial Placing Shares allocated to it, the Initial Placing Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions. Placees should settle against CREST ID: 331 for Investec and CREST ID: 432 for Goodbody. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with the Joint Bookrunners.

9.3.      It is expected that settlement will be on 8 July 2019 in accordance with the instructions set out in the trade confirmation unless otherwise notified by the Joint Bookrunners.

9.4.      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 the base rate of LIBOR as determined by the Joint Bookrunners.

9.5.      Each Placee must pay the relevant subscription price for the Ordinary Shares allocated to the Placee (the "Subscription Payment") in the manner and by the time directed by the Joint Bookrunner.

9.6.      If any Placee fails to pay the Subscription Payment by the time required, the relevant Placee's application for Ordinary Shares may at the discretion of the Joint Bookrunners either be rejected or accepted, and, where accepted, paragraph 9.7 will apply.

9.7.      Each Placee is deemed to agree that if it does not comply with these obligations (to include the obligation to make the Subscription Payment), the Joint Bookrunners may sell any or all of the Initial Placing Shares allocated to the Placee and the relevant Placee shall be deemed hereby to have appointed the Joint Bookrunners or any nominee of the Joint Bookrunners as its agent to use their reasonable endeavours to sell (in one or more transactions) any or all of the Ordinary Shares allocated to the Placee in respect of which payment shall not have been made as directed, and to indemnify the Joint Bookrunners and their respective Affiliates and any person acting on their behalf on demand in respect of any liability for stamp duty and/or stamp duty reserve tax or any other liability whatsoever arising in respect of any such sale or sales. A sale of all or any of such Ordinary Shares shall not release the relevant Placee from the obligation to make such payment for relevant Ordinary Shares to the extent that the Joint Bookrunner or their nominees have failed to sell such Ordinary Shares at a consideration which, after deduction of the expenses of such sale and payment of stamp duty and/or stamp duty reserve tax as aforementioned, at least equals the Initial Placing Price.

9.8.      If Initial Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

9.9.      Insofar as Initial Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Initial Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Initial Placing Shares, neither the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Initial Placing.

10.       REPRESENTATIONS AND WARRANTIES

10.1.    Each Placee that enters into a commitment to subscribe for Ordinary Shares will (for itself and any person(s) procured by it to subscribe for Ordinary Shares and any nominee(s) for any such person(s)) be deemed to agree, represent, warrant and acknowledge to each of the Company, the Joint Bookrunners, the Placing Agent and the Registrars that:

10.1.1.   in agreeing to subscribe for Ordinary Shares under the Initial Placing, the Placee:

(a)      is relying solely on this Announcement, the Exchange Information (as hereinafter defined) and any supplementary announcement issued by the Company and not on any other information given, or representation or statement made at any time (including, without limitation, the "roadshow" presentation prepared by the Company or research by any third parties containing information about the Company) by any person concerning the Company, the Ordinary Shares, Initial Placing or Admission (the "Other Information");

(b)      agrees that none of the Company, the Joint Bookrunners, the Placing Agent nor any of their Affiliates nor any person acting on their behalf, will have any liability for any Other Information, and irrevocably and unconditionally waives any rights or claims of any nature whatsoever which the Placee may have in respect of any Other Information;

(c)      acknowledges that neither the Joint Bookrunners, nor the Placing Agent, nor any of their respective Affiliates nor any person acting on their behalf has provided, and will not provide it with any material or information regarding the Initial Placing Shares or the Company; nor has it requested the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf to provide it with any such material or information;

(d)      acknowledges that the Initial Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this Announcement (including this Appendix); and

(e)      that its commitment to subscribe for Initial Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Initial Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Initial Placing;

10.1.2.   the content of this Announcement and any supplementary announcement published by the Company prior to Admission is exclusively the responsibility of the Company and apart from the liabilities and responsibilities, if any, which may be imposed on the Joint Bookrunners or the Placing Agent under any regulatory regime, neither Joint Bookrunner, nor the Placing Agent, nor any of their respective Affiliates nor any person acting on their behalf makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of this Announcement nor for any other statement made or purported to be made by either of them or on either of their behalves in connection with the Company, the Ordinary Shares, the Initial Placing or Admission and neither the Joint Bookrunners, nor the Placing Agent, nor any of their respective Affiliates nor any person acting on their behalf will be liable for any decision by a Placee to participate in the Initial Placing based on any information, representation or statement contained in this Announcement and any supplemental announcement published by the Company prior to Admission or otherwise provided that nothing in this paragraph 10.1.2 shall exclude any liability of any person for fraud;

10.1.3.   if the laws of any territory or jurisdiction outside the United Kingdom or Ireland are applicable to the Placee's agreement to subscribe for Ordinary Shares under the Initial Placing, the Placee warrants that:

(b)   the Placee has complied with all applicable laws and regulations, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in any relevant territory or jurisdiction as a result of, whether directly or indirectly, the Placee's application for Initial Placing; and

(c)    the Placee has not taken any action, or omitted to take any action, which will result in the Company, the Joint Bookrunners, the Placing Agent or the Registrar or any of their respective directors, officers, agents, members or employees acting in breach of any regulatory or legal requirement of any territory or jurisdiction outside the United Kingdom or Ireland, whether directly or indirectly, in connection with the Initial Placing;

10.1.4.   represents and warrants that (i) it is entitled to acquire the Initial Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participate in the Initial Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (v) any person who confirms to the Joint Bookrunners on behalf of a Placee an agreement to subscribe for Initial Placing Shares and/or who authorises the Joint Bookrunners to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee and (vi) it has not taken any action which will or may result in the Company, the Joint Bookrunners, the Placing Agent, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Initial Placing;

10.1.5.   it has read carefully and understood this Announcement and, if appropriate any Placing Letter, and the Placee shall be deemed to have had notice of all information, undertakings, representations and warranties contained in this Announcement that the Placee is acquiring Ordinary Shares solely on the basis of this Announcement, the Exchange Information and any supplementary announcement issued by the Company and no other information and that in accepting a participation in the Initial Placing, the Placee has had access to all information the Placee believes necessary or appropriate in connection with the Placee's decision to subscribe for Ordinary Shares;

10.1.6.   the Placee acknowledges that no prospectus, admission document or offering document has been or will be prepared in connection with the Initial Placing; and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Initial Placing or the Initial Placing Shares;

10.1.7.   no person is authorised in connection with the Initial Placing to give any information or make any representation other than as contained in this Announcement and any supplementary announcement and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Joint Bookrunners, the Placing Agent or the Registrar;

10.1.8.   the Initial Placing Shares will be admitted to trading on Euronext Growth and AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of Euronext Dublin, the London Stock Exchange and MAR (collectively, the "Exchange Information") and that the Placee is able to obtain or access the Exchange Information without undue difficulty;

10.1.9.   represents and warrants that it if it has received any inside information (for the purposes of MAR or other applicable law) about the Company in advance of the Initial Placing, it has not (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed such information to any person, prior to the information being made publicly available;

10.1.10. the Placee is not, nor is the Placee applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations, 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depositary receipts and clearance services) of the Finance Act, 1986;

10.1.11. the Placee accepts that none of the Ordinary Shares have been, or will be, registered under the laws of any Prohibited Jurisdiction and accordingly, the Ordinary Shares may not be offered, sold, issued or delivered, directly or indirectly, within any Prohibited Jurisdiction unless an exemption from any registration requirement is available;

10.1.12. the Placee acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Initial Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Initial Placing. It has had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for the Initial Placing Shares, including the tax, legal and other economic considerations and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Initial Placing, including the merits and risks involved;

10.1.13. this Announcement, and any offer made pursuant to the Initial Placing, is subject to the AIFMD as implemented in Member States of the European Economic Area;

10.1.14. the Placee is not located in an Ineligible Member State and, if it is located in Ireland, the United Kingdom, Belgium, Luxembourg or the Netherlands, it is a professional investor for the purposes of the AIFMD;

10.1.15. if the Placee is located:

(a)      in the United Kingdom, the Placee is a person who falls within Article 19(5) or Articles 49(2)(a) to (d) of the Financial Services and Markets Act, 2000 (Financial Promotion) Order 2005 (the "Order") or it is a person to whom the Ordinary Shares may otherwise lawfully be offered under the Order and is a person who is a "professional client" or an "eligible  counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook; and

(b)      in Ireland, the Placee is a Qualified Investor, which is a "professional client" as defined in schedule 2 of the European Communities Markets in Financial Instruments Regulations, 2007 (as amended);

10.1.16. if the Placee is a resident in an Eligible Member State (other than the United Kingdom or Ireland):

(a)      it is a qualified investor within the meaning of the law of the relevant Eligible Member State implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive; and

(b)      the Placee is a person to whom the Ordinary Shares may lawfully be marketed under the AIFMD or under the applicable implementing legislation (if any) of that Eligible Member State;

10.1.17. if the Placee is a resident outside the EEA, the Placee has notified the Joint Bookrunner, the Company and the Investment Manager of this;

10.1.18. if the Placee is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Initial Placing Shares subscribed for by it in the Initial Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in:

(a)        an Ineligible Member State; or

(b)        an Eligible Member State which has implemented the Prospectus Directive other than to persons (i) who are: "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive or who otherwise fall within Article 3(2) of the Prospectus Directive (and which circumstances do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive) and in each case (ii) who, if they are in Ireland, the United Kingdom, Belgium, Luxembourg or the Netherlands, are also professional investors for the purposes of AIFMD or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

10.1.19. if the Placee is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom or Ireland would apply, it is a person to whom the Ordinary Shares may be lawfully offered under that other jurisdiction's laws and regulations;

10.1.20. the Placee does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Ordinary Shares and the Placee is not acting on a non-discretionary basis for any person that has a registered address in or is a citizen, resident or national of, any such jurisdiction;

10.1.21. if the Placee is located outside the United Kingdom or Ireland, neither this Announcement nor any other offering, marketing or other material in connection with the Initial Placing constitutes an invitation, offer or promotion to, or arrangement or agreement with, the Placee or any person whom the Placee is procuring to subscribe for Ordinary Shares pursuant to the Initial Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to the Placee or such person and such documents or materials could lawfully be provided to the Placee or such person and Ordinary Shares could lawfully be distributed to and subscribed and held by the Placee or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

10.1.22. if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in Ireland and the United Kingdom) on the date of such Placee's application to subscribe for Ordinary Shares under the Initial Placing and will not be any such person on the date any such agreement to subscribe under the Initial Placing is accepted;

10.1.23. the Placee has complied, and will comply, with all applicable provisions of the Criminal Justice Act, 1993 and FSMA (in the United Kingdom) and the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 and 2013 (as amended) (in Ireland) and MAR (in respect of both Ireland and the United Kingdom) with respect to anything done by the Placee in relation to the Initial Placing and/or the Ordinary Shares;

10.1.24. the Placee has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this document or any other offering materials concerning the Placing or the Ordinary Shares to any person in or into any Prohibited Jurisdiction nor will the Placee do any of the foregoing;

10.1.25. the Placee 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 Ordinary Shares in circumstances in which the Placee is permitted to do so pursuant to section 21 of FSMA;

10.1.26. the Placee acknowledges that neither the Joint Bookrunners, nor the Placing Agent nor any of their respective Affiliates, nor any person acting on their behalf is making any recommendation to the Placee or advising the Placee regarding the suitability of any transactions the Placee may enter into in connection with the Initial Placing or providing any advice in relation to the Initial Placing and the Placee's participation in the Initial Placing is on the basis that the Placee is not, and will not be, a client of the Joint Bookrunner, or the Placing Agent, or their Affiliates or any person acting on their behalf, and that neither the Joint Bookrunner, nor the Placing Agent, nor any of their Affiliates nor any person acting on their behalf have any duties or responsibilities to the Placee for providing the protections afforded to their respective clients or for providing advice in relation to the Initial Placing or in respect of any representations, warranties, undertakings or indemnities required to be given by the Placee in connection with the Placee's application under the Initial Placing (including those contained in any Placing Letter);

10.1.27. where the Placee is subscribing for Ordinary Shares for one or more managed, discretionary or advisory accounts, the Placee is authorised in writing for each such account to:

(a)      subscribe for the Ordinary Shares for each such account;

(b)      make on behalf of each such account the representations, warranties and agreements set out in this Announcement; and

(c)      receive on behalf of each such account any documentation relating to the Initial Placing in the form provided by the Company and/or the Joint Bookrunners, and the Placee agrees the provisions of this paragraph shall survive any resale of the Ordinary Shares by or on behalf of any such account;

10.1.28. the Placee irrevocably appoints any Director and any director and/or authorised signatory of the Joint Bookrunners to be the Placee's agent and on its behalf (without any obligation or duty to do so) to sign, execute and deliver any documents and do all acts, matters and things as maybe necessary for, or incidental to, the Placee's subscription for all or any of the Ordinary Shares for which the Placee has given a commitment under the Initial Placing, in the event of the Placee's own failure to do so;

10.1.29. the Placee accepts that if the Initial Placing does not proceed or the conditions to the Placing Agreement are not satisfied or Admission does not occur in respect of the Ordinary Shares for which valid application is received and accepted for any reason whatsoever then neither the Company nor the Joint Bookrunners, nor the Placing Agent, nor any of their respective Affiliates, nor any person acting on their behalf, shall have any liability whatsoever to the Placee or any other person and to the extent that such a liability does exist, the Placee irrevocably and unconditionally waives any rights or claims the Placee may have in relation thereto;

10.1.30. the Placee has, in connection with the Initial Placing, observed all relevant legislation and regulations, in particular (but without limitation) those relating to anti-money laundering and countering terrorist financing and that the Placee's application for Initial Placing is only made on the basis that the Placee accepts full responsibility for any requirement to identify and verify the identity of the Placee's clients and other persons in respect of whom the Placee has made the application for Initial Placing;

10.1.31. the Placee is a person:

(a)      subject to the Money Laundering Regulations 2017 in force in the United Kingdom (to the extent that an application is received from a person subject to such regulations);

(b)      subject to the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2018 (as amended) in Ireland (to the extent that an application is received from a person subject to such regulations);

(c)      subject to the Money Laundering Directive (2015/849) of the European Parliament and of the Council on the prevention of the use of the financial system for the purpose of money laundering or terrorist financing; or

(d)      acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a county in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

10.1.32. due to anti-money laundering requirements, any of the Joint Bookrunners, the Company and/or the Registrar may require proof of identity and verification of the source of the Subscription Payment before the Placee's application can be processed and that, in the event of delay or failure by the Placee to produce any information required for verification purposes, the Joint Bookrunners and/or the Company may refuse to accept the application and Subscription Payment. In addition, the Placee agrees to hold harmless and indemnify, and shall keep indemnified, the Joint Bookrunners, the Placing Agent, the Company and the Registrar against any liability, loss or cost ensuing due to the failure to process such application, if such required information has not been provided by the Placee;

10.1.33. the Placee acknowledges that the obligations of the Joint Bookrunners under the Placing Agreement are subject to the terms and conditions set out in the Placing Agreement. The Placee further acknowledges and accepts that the Joint Bookrunners have absolute discretion as to (a) the waiver or extension of the time for satisfaction of certain conditions of the Placing Agreement; (b) the exercise of any right to terminate the Placing Agreement (whether or not in relation to any matter disclosed in this Announcement); (c) the enforcement of any obligations, undertakings, representations and warranties of the Company in the Placing Agreement; (d) the making of any amendments to the Placing Agreement, and (e) any other right or discretion they may have or be given to them or which they are entitled to exercise, whether under the Placing Agreement or otherwise, and the Placee further acknowledges that the Joint Bookrunners shall not have any obligation to consult with or notify any Placee and shall have no responsibility or liability to any Placee in relation to the Joint Bookrunners' exercise of any such rights under the Placing Agreement or otherwise;

10.1.34. the representations, undertakings and warranties contained in this Announcement are irrevocable and the Placee further acknowledges that the Company, the Joint Bookrunners, the Placing Agent, the Registrar and their respective Affiliates and any person acting on their behalf will rely upon the truth and accuracy of the foregoing representations and warranties and the Placee agrees that if any of the representations or warranties made or deemed to have been made in connection with the Placee's subscription for Ordinary Shares are no longer accurate, the Placee shall promptly notify the Company and/or the Joint Bookrunners and the Placee agrees to indemnify on an after-tax basis and hold harmless each of the Company, the Joint Bookrunners, the Placing Agent, their respective Affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Initial Placing;

10.1.35. where it or any person acting on its behalf is dealing with the Joint Bookrunners, any money held in an account with the Joint Bookrunners on behalf of it and/or any person acting on its behalf will not be treated as client money within the meaning of the relevant rules and regulations of the FCA or the CBI and the relevant Joint Bookrunner shall not be required to segregate such money, as that money will be held by the relevant Joint Bookrunner under a banking relationship and not as trustee;

10.1.36. the Placee's clients, whether or not identified to the Joint Bookrunners or any of their respective Affiliates or any person acting on their behalf, will remain the Placee's sole responsibility and will not become clients of the Joint Bookrunner or any of their respective Affiliates or any person acting on their behalf for the purposes of the rules of the FCA or the CBI or for the purposes of any other statutory or regulatory provision;

10.1.37. the Placee will not make any offer to the public of the Ordinary Shares and will not offer or sell any Ordinary Shares to persons in the United Kingdom or elsewhere in the EEA prior to Admission except to qualified investors as that term is defined in the Prospectus Directive located in an Eligible Member State who, in each case, are also professional investors for the purposes of AIFMD or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer;

10.1.38. the Placee is not a person located within the United States and will acquire the Ordinary Shares in an "offshore transaction" as defined in Regulation S, conducted in accordance with the requirements of Regulation S and it is not acquiring Initial Placing Shares as a result of any "directed selling efforts", as defined in Regulation S;

10.1.39. the Placee is not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for the Ordinary Shares was given;

10.1.40. the Placee understands and acknowledges that the Ordinary 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 resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in accordance with applicable state securities laws, and that no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Ordinary Shares;

10.1.41. the Placee (and any account for which the Placee is purchasing) is not acquiring the Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Ordinary Shares into the United States;

10.1.42. the Placee accepts the allocation of Ordinary Shares shall be determined by the Joint Bookrunners and the Company in their absolute discretion and that the Joint Bookrunner and the Company may scale down certain commitments for this purpose on such basis as it may determine;

10.1.43. time shall be of the essence as regards the Placee's obligations to settle the Subscription Payment for the Ordinary Shares and to comply with the Placee's other obligations under the Initial Placing and undertakes that it (and any person acting on its behalf) will pay for the Initial Placing Shares acquired by it in accordance with this Announcement on the due time and date set out herein against delivery of such Initial Placing Shares to it, failing which the relevant Initial Placing Shares may be placed with other Placees or sold as the Joint Bookrunners may, in their absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Initial Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Initial Placing Shares on its behalf;

10.1.44. its commitment to acquire Ordinary Shares will be agreed orally with the Joint Bookrunners as agent for the Company and that a contact note or placing confirmation will be issued by the Joint Bookrunners as soon as possible thereafter. That oral confirmation will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and the Joint Bookrunners to subscribe for the number of Ordinary Shares allocated to it at the Initial Placing Price on the terms and conditions set out in this Announcement and, as applicable, in the contract note or placing confirmation. Except with the consent of the Joint Bookrunners, such oral commitment will not be capable of variation or revocation after the time at which it is made; and

10.1.45. its allocation of Ordinary Shares under the Initial Placing will be evidenced by the contract note or placing confirmation, as applicable, confirming:

(a)      the number of Ordinary Shares that such Placee has agreed to subscribe for;

(b)      the aggregate amount that such Placee will be required to pay for such Ordinary Shares;

(c)      settlement instructions to pay the relevant Joint Bookrunner as agent for the Company; and

(d)      the terms of this Announcement shall be deemed to be incorporated into that contract note or placing confirmation.

The Company and/or the Joint Bookrunners reserve the right to reject all or part of any offer to subscribe for Ordinary Shares for any reason. The Company also reserves the right to issue fewer than all of the Ordinary Shares offered by this Announcement or to issue to any subscriber fewer than all of the Ordinary Shares a purchaser has offered to purchase;

10.1.46. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of Ireland 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 Irish courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Initial Placing Shares (together with any interest chargeable thereon) may be taken by the Joint Bookrunners or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

10.1.47. irrevocably authorises the Company, the Joint Bookrunners and the Placing Agent to produce this Announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein; and

10.1.48. acknowledges and understands that the Initial Placing Shares shall not qualify for the 2019 second quarter dividend;

10.2.    The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and the Joint Bookrunners (for their own benefit and, where relevant, the benefit of its Affiliates and any person acting on their behalf) and are irrevocable.

11.       CERTAIN ERISA CONSIDERATIONS

Each holder of an Ordinary Share (and any transferee thereof) shall be deemed to acknowledge, represent, warrant and agree that (i) it is not, and for so long as such holder holds such Ordinary Share will not be, (A) an "employee benefit plan" (within the meaning of Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to Part 4 of Subtitle B of Title I of ERISA, (B) a "plan" (within the meaning of Section 4975(e)(1) of the U.S. Internal Revenue Code of 1986, as amended (the "Code")) that is subject to Section 4975 of the Code, (C) a "benefit plan investor" within the meaning of Section 3(42) of ERISA, (D) any other employee benefit plan or plan that is subject to U.S. Federal, state or local laws or regulations or non-U.S. laws or regulations, which are similar in purpose and intent to Section 406 of ERISA or Section 4975 of the Code ("Similar Laws"), or (E) any other entity, account or other person the assets of which constitute (or are deemed to constitute) the assets of such an employee benefit plan or plan for purposes of Title I of ERISA, Section4975of the Code or any Similar Laws (each, a "Plan Investor"), and (ii) it shall not sell or otherwise transfer such Ordinary Share or any interests therein to any Plan Investor. Notwithstanding anything herein to the contrary, Plan Investors shall not be permitted to directly or indirectly acquire or hold any Ordinary Shares or any interests therein.

12.       MISCELLANEOUS

12.1.    Each Placee agrees to be bound by the constitution of the Company once the Ordinary Shares, which the Placee has agreed to subscribe for pursuant to the Initial Placing, have been acquired by the Placee.

12.2.    The Joint Bookrunners and the Company expressly reserve the right to modify the terms and conditions of, and arrangements in respect of, the Initial Placing (including, without limitation, its timetable and settlement) at any time before allocations are determined thereunder.

12.3.    In the case of a joint agreement to subscribe for Ordinary Shares under the Initial Placing, references to a "Placee" are to each of the placees who are a party to that joint agreement and their liability is joint and several

12.4.    If the Joint Bookrunners, the Placing Agent, the Company, the Registrar or any of their respective agents request any information (a) in connection with a Placee's agreement to subscribe for Ordinary Shares under the Initial Placing or (b) to comply with any relevant legislation, rule or regulation, such Placee must promptly disclose such information to the Joint Bookrunners, the Company, the Placing Agent and/or the Registrar (as the case may be).

12.5.    No claim shall be made against the Company, the Joint Bookrunners, their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant hereto or the performance of its obligations hereunder or otherwise in connection with the Initial Placing.

12.6.    The acknowledgements, agreements, undertakings, representations and warranties referred to above may be waived or modified in whole or in part in respect of any Placee with the prior agreement of the Company and the Joint Bookrunners.

12.7.    No Irish or UK stamp duty or stamp duty reserve tax should be payable to the extent that the Initial Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

12.8.    Any arrangements to issue or transfer the Initial Placing Shares into a depositary receipts system or a clearance service or to hold the Initial Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Initial Placing Shares in a clearance service, or any arrangements subsequently to transfer the Initial Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor the Joint Bookrunners will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Initial Placing as an agent or nominee) the allocation, allotment, issue or delivery of Initial Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that any of the Company and/or the Joint Bookrunners have incurred any such liability to stamp duty or stamp duty reserve tax.

12.9.    In addition, Placees should note that they will be liable for 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 outside Ireland and the UK by them or any other person on the acquisition by them of any Initial Placing Shares or the agreement by them to acquire any Initial Placing Shares.

12.10.  Each Placee, and any person acting on behalf of the Placee, acknowledges that the Joint Bookrunners and the Placing Agent do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

12.11.  Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Bookrunners or any of their respective Affiliates or any person acting on their behalf may, at their absolute discretion, agree to become a Placee in respect of some or all of the Initial Placing Shares.

12.12.  The rights and remedies of the Joint Bookrunners, the Placing Agent 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 or partial exercise of one will not prevent the exercise of others.

12.13.  Each Placee may be asked to disclose in writing or orally to the Joint Bookrunners:

(a)        if he is an individual, his nationality; or

(b)        if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

All documents provided by, or on behalf of, a Placee in connection with the Initial Placing will be sent at the Placee's risk. They may be returned by post to a Placee at the address notified by such Placee.

12.14.  The contract to subscribe for Ordinary Shares under the Initial Placing and the appointments and authorities mentioned in this document will be governed by, and construed in accordance with, the laws of Ireland. For the exclusive benefit of the Company, the Joint Bookrunners and the Registrar, each Placee irrevocably submits to the exclusive jurisdiction of the courts of Ireland in relation to all disputes and claims arising out of, or in connection with, the contract to subscribe for Ordinary Shares or its formation (including on-contractual disputes or claims) and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against a Placee in any other jurisdiction.

 

 


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