TIDMJSG
RNS Number : 2918B
Johnson Service Group PLC
03 March 2014
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN
IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY
SECURITIES.
3 March 2014
Acquisition of Bourne Services Group Ltd
Proposed Placing of New Ordinary Shares
Johnson Service Group PLC ("JSG" or the "Company"), announces
that it has completed the acquisition of the entire share capital
of Bourne Services Group Ltd ("Bourne"), a hotel linen provider,
based in Lincolnshire (the "Acquisition") for a consideration of
GBP22.0 million in cash on a debt free, cash free basis (including
freehold property).
In addition, JSG intends to place 26,253,940 new Ordinary Shares
of 10 pence each in the capital of JSG ("Placing Shares") at a
price of 51 pence per Placing Share (the "Placing Price"),
representing approximately 10 per cent. of the Company's existing
issued share capital (the "Placing"). The Placing will raise
approximately GBP12.8 million (net) and will be used to pay down
monies advanced under the New Facility (as defined below) which
were used to fund the Acquisition. The Directors also believe that
the Placing will maintain balance sheet strength and flexibility.
The Acquisition and the Placing are not inter-conditional.
Acquisition
Bourne's operations are focused on the hotel linen rental market
and it currently supplies some 350 hotels servicing approximately
28,000 bedrooms. Bourne operates from purpose built freehold
premises which cover 4 acres and has a total of 90,000 sq ft of
production capacity and is located in Bourne, Lincolnshire. Bourne
services hotel customers in the Midlands, South Yorkshire, East
Anglia, North London and the Home Counties.
Bourne is complementary to JSG's current textile rental services
offered by Johnsons Apparelmaster (workwear rental) and Stalbridge
(premium hotel, catering and corporate hospitality linen rental)
and is in line with the Group's strategy to broaden the range of
services available. The provision of hotel linen is a growing
sector of the textile services market. The Bourne business has a
history of annual revenue growth and a reputation for operational
excellence in the industry. With the exception of one of the
vendors who retired on completion, the existing Bourne management
team will remain with the business.
The total consideration payable for Bourne was GBP26.5 million
in cash (including the acquisition of the freehold premises and an
estimated net cash position of GBP4.5 million). The consideration
was initially funded from the Group's new debt facility which was
entered into on 21 February 2014 (the "New Facility"). On a
proforma basis, net debt would have increased from the reported
GBP24.5 million as at 31 December 2013 to GBP34.0 million following
the Acquisition and the Placing.
Bourne's revenue, adjusted EBITDA and profit before taxation for
the year ended 28 February 2013 were GBP15.4 million (2012: GBP14.1
million), GBP3.5 million (2012: GBP3.3 million) and GBP2.4 million
(2012: GBP2.2 million ) respectively. Bourne's attributable net
assets, excluding cash balances, at the same date amounted to
GBP8.9 million. Net assets at completion includes GBP5.3 million
depreciated cost in respect of the freehold building and specialist
fit out costs. It is anticipated that the fair value of the
building will be GBP1.0 million to GBP2.0 million lower than
currently recorded.
The Acquisition and the Placing taken together are expected to
be immediately earnings enhancing.
Placing
Under the terms of the Placing, the Company intends to place
26,253,940 Placing Shares at the Placing Price with existing and
new institutional investors, raising net proceeds of approximately
GBP12.8 million.
The Placing Shares, when issued, will represent approximately 10
per cent. of the Company's existing issued share capital. The
Placing Price of 51 pence per share represents an approximate
discount of 1.9 per cent. to the closing mid-market price of 52
pence per Ordinary Share on 28 February 2014, being the latest
practicable date prior to the publication of this announcement.
Investec Bank plc is acting as financial adviser and sole
bookrunner in respect of the Placing
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of such shares
after the date of issue of the Placing Shares. The issue of the
Placing Shares is to be effected by way of a cashbox placing and
will be made on a non-pre-emptive basis.
The Placing is conditional upon, amongst other things, Admission
becoming effective and the Placing Agreement between the Company
and Investec becoming unconditional and not being terminated, in
accordance with its terms.
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission is
expected to become effective on 6 March 2014 and dealings in the
Placing Shares will commence at that time. Following admission to
trading of the Placing Shares, JSG will have 288,793,343 Ordinary
Shares in issue.
The Appendix to this Announcement (which forms part of the
Announcement) sets out the terms and conditions of the Placing and
expressions used in this Announcement shall have the meanings set
out in the Definitions section of the Appendix.
Commenting on the Acquisition and the Placing, John Talbot,
Executive Chairman said:
"We are delighted to have completed this acquisition which
represents a significant step in our plan to expand the range of
service offered by our Textile Rental business. The new equity
which part funds the acquisition maintains the strength and
flexibility in our balance sheet which is important as we continue
to look for further value enhancing acquisitions."
Chris Sander, CEO of Johnson Service Group, added:
"I have known Bourne for many years and have been very impressed
with the quality of their business. It is a great addition to the
services we currently provide."
Investec, which is authorised by the Prudential Regulation
Authority ("PRA") and regulated by the Financial Conduct Authority
and PRA and is a member of the London Stock Exchange, is acting
exclusively for the Company in connection with the Placing and is
not acting for any other person and will not be responsible to any
person other than the Company for providing the protections
afforded to its customers or for providing advice on the
transactions or arrangements referred to in this Announcement.
This Announcement has been issued by the Company and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Investec or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Enquiries:
Johnson Service Group PLC
John Talbot, Executive Chairman
Chris Sander, CEO
Yvonne Monaghan, CFO
Tel: 020 7653 9850 (on the day)
Tel: 01928 704600 (thereafter)
Investec Investment Banking (NOMAD)
James Rudd
David Flin
Matt Lewis
Tel: 020 7597 4000
Newgate Threadneedle
Graham Herring
John Coles
Tel: 020 7653 9850
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR
APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT
INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION
86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED
("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING
OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS AMENDED (INCLUDING
ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE)
(THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) ('INVESTMENT PROFESSIONALS') OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC\') OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE
INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT AND THE INFORMATION IN IT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT AND WILL BE
OFFERED ONLY IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT
TO REGULATION S UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES
OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS
BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION
CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR
ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
In this Appendix, unless the context requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has
been invited to, and who chooses to, participate in the Placing and
by whom or on whose behalf a commitment to subscribe for Placing
Shares has been given.
This Announcement does not constitute an offer to sell or issue,
or the solicitation of an offer to buy or subscribe for, Placing
Shares in any jurisdiction in which such offer or solicitation is
or may be unlawful.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the US
Securities Act or any securities regulatory authority of any state
or other jurisdiction of the United States and will be offered and
sold only outside of the United States in "offshore transactions"
as defined in and pursuant to Regulation S under the US Securities
Act. No public offer of securities of the Company is being made in
the United Kingdom, the United States or elsewhere.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained from the South African Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares; and the Placing Shares have not
been, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Details of the Placing
Investec has today entered into an agreement with the Company
(the "Placing Agreement") under which, subject to certain
conditions, Investec, as agent for and on behalf of the Company,
has agreed to use its reasonable endeavours to procure Placees for
the Placing Shares at the Placing Price.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive dividends and other
distributions declared or made after the date of issue of the
Placing Shares.
The Placing Agreement is conditional upon, amongst other
things:
-- admission occurring by 8:00am on 6 March 2014 (or such later
time and date as Investec and the Company may agree, not being
later than 8:00am on 27 March 2014); and
-- the obligations of Investec not having been terminated
pursuant to the terms of the Placing Agreement.
The Placing Agreement contains certain undertakings, warranties
and indemnities given by the Company for the benefit of Investec.
Investec has absolute discretion as to whether or not to bring an
action against the Company for breach of these undertakings,
warranties and indemnities.
Investec may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission to trading of the Placing Shares on AIM.
It is expected that Admission will become effective at 8.00am on
6 March 2014 and that dealings in the Placing Shares will commence
on AIM at that time.
Participation in the Placing
1. Investec is acting as sole bookrunner and as agent for the
Company. Investec is authorised in the United Kingdom by the
Prudential Regulation Authority ("PRA") and regulated by the FCA
and the PRA, is acting exclusively for the Company and no one else
in connection with the matters referred to in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of Investec or
for providing advice in relation to the matters described in this
Announcement. Participation in the Placing is only available to
persons who may lawfully be, and are, invited to participate in it
by Investec. Investec and its affiliates are each entitled to
participate in the Placing as principal.
2. The price per Placing Share is fixed at 51 pence and is
payable to Investec by all Placees.
3. Each Placee's allocation will be confirmed orally to such
Placee by Investec, as agent of the Company and a contract note
will be dispatched 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 Investec to subscribe for the
number of Placing Shares allocated to it at the Placing Price on
the terms and conditions set out in this Appendix and in accordance
with the Company's articles of association. Except with Investec's
consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.
4. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by Investec. The terms of
this Appendix will be deemed incorporated in that contract
note.
5. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Investec (as agent of
the Company), to pay it (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for and the
Company has agreed to allot and issue to that Placee.
6. Each Placee will be deemed to have read and understood this
Announcement in its entirety, to be participating in the Placing
upon the terms and subject to the conditions contained in this
Announcement and to be providing the representations, warranties,
agreements, acknowledgements and undertakings, in each case as
contained in this Announcement.
7. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
8. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement".
9. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10. To the fullest extent permitted by law and applicable FCA
rules, neither (i) Investec, (ii) any of its directors, officers,
employees or consultants nor (iii) to the extent not contained with
(i) or (ii), any person connected with Investec as defined in FSMA
((ii) and (iii) being together "affiliates" and individually an
"affiliate" of Investec), shall have any liability (including, to
the extent permissible by law, any fiduciary duties) to Placees or
to any person other than the Company in respect of the Placing. In
particular, neither Investec nor any of its affiliates shall have
any liability in respect of Investec's conduct of the Placing or of
such alternative method of effecting the Placing as Investec and
the Company may agree.
Conditions of the Placing
Investec's obligations under the Placing Agreement in respect of
the Placing Shares are conditional on, amongst other things:
(a) the warranties contained in the Placing Agreement being
true, accurate and not misleading at all times prior to Admission
by reference to the facts and circumstances then subsisting;
(b) the Company complying with its obligations under the Placing
Agreement in so far as they are required to be performed prior to
Admission;
(c) in the opinion of Investec there having been no Material
Adverse Change at any time prior to Admission (whether or not
foreseeable at the date of the Placing Agreement); and
(d) Admission taking place by 8.00 a.m. on 6 March 2014 (or such
later date as Investec may otherwise determine, being no later than
8.00 a.m. on 27 March 2014).
If (i) any condition contained in the Placing Agreement is not
fulfilled or waived by Investec by the respective time or date
specified (or such later time or date as the Company and Investec
may agree), (ii) any such condition becomes incapable of being
satisfied or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
Investec may, at its discretion and upon such terms as it thinks
fit, waive compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the conditions in
the Placing Agreement, save that condition (d) above relating to
Admission may not be waived. Any such extension or waiver will not
affect the Placees' commitments as set out in this
Announcement.
Neither Investec nor the Company shall have any liability to any
Placee (or to any other person, whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or the date for
the satisfaction of any condition to the Placing, nor for any
decision they may make as to the satisfaction of any condition or
in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of Investec.
Termination of the Placing Agreement
Investec is entitled, at any time prior to Admission, to
terminate the Placing Agreement in the event that, amongst other
things in Investec's opinion:
(a) there has been a breach of any of the warranties under the
Placing Agreement and/or the Company is in breach of any of its
obligations under the Placing Agreement; or
(b) any statement contained in this Announcement, or any other
document or announcement issued or published by or on behalf of the
Company in connection with the Placing (together the "Placing
Documents"), is or has become untrue, incorrect or misleading in
any material respect, or any matter has arisen which would, if the
Placing were made at that time, constitute a material omission from
the Placing Documents, or any of them; or
(c) a Material Adverse Change has occurred (whether or not
foreseeable at the date of the Placing Agreement); or
(c) there has occurred (i) any ,material adverse change in the
financial markets in the United States, the United Kingdom or in
any member of associate member of the European Union or the
international financial markets, outbreak or escalation of
hostilities, war, act of terrorism, declaration of emergency or
martial law or other calamity or crisis or event or any change or
development involving a prospective change in national or
international political, financial or economic, monetary or markets
conditions or currency exchange rates or controls; or (ii) trading
in any securities of the Company has been suspended or materially
limited by the London Stock Exchange on any exchange or
over-the-counter market, or if trading generally on the New York
Stock Exchange, the NASDAQ National Market or the London Stock
Exchange has been suspended or materially limited, or maximum
ranges for prices have been required, by any said exchanges or by
any governmental authority, or a material disruption has occurred
in commercial banking or securities settlement or clearance
services in the United States or in Europe; or (ii) a banking
moratorium has been declared by the authorities of the United
States, the United Kingdom or New York or a member or associate
member of the European Union, which in ease case, in Investec's
opinion is likely to prejudice the success of the Placing or make
it impracticable or inadvisable to proceed with the Placing.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged from their respective obligations
under or pursuant to the Placing Agreement (except for any
liability arising before or in relation to such termination),
subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Investec of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
Investec and that it need not make any reference to Placees and
that it shall have no liability to Placees whatsoever in connection
with any such exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA in relation to the Placing or the Placing
Shares and Placees' commitments will be made solely on the basis of
the information contained in this Announcement (including this
Appendix).
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company or Investec or any other person and neither Investec, the
Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB0004762810) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. Investec reserves the right to
require settlement for, and delivery of, the Placing Shares (or a
portion thereof) to Placees in certificated form if, in Investec's
opinion, 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 any Placee's jurisdiction.
Following close of the Placing, each Placee allocated Placing
Shares in the Placing will be sent a contract note in accordance
with the standing arrangements in place with Investec, stating the
number of Placing Shares allocated to it at the Placing Price, the
aggregate amount owed by such Placee to Investec and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions that it has in place with Investec.
The Company will deliver the Placing Shares to a CREST account
operated by Investec as agent for the Company and Investec will
enter its delivery (DEL) instruction into the CREST system.
Investec will hold any Placing Shares delivered to this account as
nominee for the Placees. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
It is expected that settlement will take place on 6 March 2014
on a T+3 basis in accordance with the instructions set out in the
contract note.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Investec.
Each Placee agrees that, if it does not comply with these
obligations, Investec may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Investec's account and benefit, an amount equal
to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve
tax.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) that:
1. it has read this Announcement (including the Appendix) in its
entirety and its acquisition of the Placing Shares is subject to
the terms and conditions of the Placing as referred to and included
in this Announcement;
2. no offering document or prospectus has been prepared in
connection with the Placing and that it has not received and will
not receive a prospectus or other offering document in connection
with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and the
Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
AIM (collectively "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that the Placee is able to obtain or access such information or
comparable information concerning any other publicly traded company
without undue difficulty;
4. (i) it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing; (ii) none of Investec, the Company, any of their
respective affiliates or any person acting on behalf of any of them
has provided, or will provide, it with any material regarding the
Placing Shares in addition to this Announcement; and (iii) it has
not requested Investec, the Company or any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such information;
5. the content of this Announcement is exclusively the
responsibility of the Company and that none of Investec, its
affiliates or any person acting on its or their behalf has or shall
have any liability for any information, representation or statement
contained in this Announcement or any information previously or
concurrently published by or on behalf of the Company and will not
be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or elsewhere;
6. none of Investec, the Company or any of theiraffiliates or
any person acting on its or their behalf has made any
representations to it, express or implied, with respect to the
accuracy, completeness or adequacy of any Exchange Information and
each of them expressly disclaims any liability in respect thereof
(save that nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation);
7. the only information on which it has relied in committing
itself to subscribe for the Placing Shares is contained in this
Announcement and that it has not received or relied on any
information given, or any representations, warranties or statements
made, by Investec, the Company, any of their affiliates or any
person acting on behalf of any of them and none of Investec, the
Company, any of their affiliates or any person acting on behalf of
any of them will be liable for its decision to accept an invitation
to participate in the Placing based on any information,
representation, warranty or statement other than that contained in
this Announcement;
8. it has neither received nor relied on any confidential price
sensitive information concerning the Company in accepting this
invitation to participate in the Placing;
9. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges, agrees and
undertakes that it will pay the total subscription amount in
accordance with the terms of this Announcement on the due time and
date set out herein, failing which the relevant Placing Shares may
be placed with other placees or sold at such price as Investec
determines;
10. it: (i) is entitled to subscribe for the Placing Shares
under the laws of all relevant jurisdictions; (ii) has fully
observed such laws; (iii) has the requisite capacity and authority
and is entitled to enter into and to perform its obligations as a
subscriber for Placing Shares and will honour such obligations; and
(iv) has obtained all necessary consents and authorities
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
11. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan or the Republic of South Africa, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified under the securities
legislation of Australia, Canada, Japan or the Republic of South
Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
12. (i) the Placing Shares have not been and will not be
registered under the US Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, (ii) it will not offer, sell or deliver,
directly or indirectly, any Placing Shares in or into the United
States other than pursuant to an effective registration under the
US Securities Act or in a transaction exempt from, or not subject
to, the registration requirements thereunder and in compliance with
any applicable securities laws of any state or other jurisdiction
of the United States and (iii) it is outside of the United States,
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 acquire the Placing Shares is given and is otherwise
acquiring the Placing Shares in an "offshore transaction" meeting
the requirements of Regulation S under the US Securities Act;
13. it is a person of a kind described in (i) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (ii) section 86(7) of FSMA
("Qualified Investor"), being a person falling within Article
2.1(e) the Prospectus Directive. For such purposes, it undertakes
that it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its
business only;
14. it has only communicated or caused to be communicated, and
will only communicate or cause to be communicated, any invitation
or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not been
approved by Investec in its capacity as an authorised person under
section 21 of FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial
promotion by an authorised person;
15. it is aware of and acknowledges that it is required to
comply with all applicable provisions of FSMA with respect to
anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
16. it will not make any offer to the public of the Placing
Shares and has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
European Economic Area prior to Admission, except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
the United Kingdom for the purposes of section 85(1) of FSMA or an
offer to the public in any other member state of the European
Economic Area within the meaning of the Prospectus Directive;
17. it has not been engaged to subscribe for the Placing Shares
on behalf of any other person who is not a Qualified Investor
unless the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client, as described
in section 86(2) of FSMA;
18. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person
and (ii) it is and will remain liable to the Company and/or
Investec for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person);
19. no action has been or will be taken by either the Company,
Investec or any of their affiliates or any person acting on their
behalf that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction;
20. it is aware of and acknowledges that it is required to
comply with its obligations in connection with money laundering
under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Terrorism Act 2006 and the Money Laundering Regulations 2007 (the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
21. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, section 118 of FSMA and the Proceeds
of Crime Act 2002 and confirms that it has and will continue to
comply with those obligations;
22. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that no
instrument under which it subscribes for Placing Shares (whether as
principal, agent or nominee) would be subject to stamp duty or the
increased rates referred to in those sections and that it, or the
person specified by it for registration as a holder of Placing
Shares, is not participating in the Placing as nominee or agent for
any person or persons to whom the allocation, allotment, issue or
delivery of Placing Shares would give rise to such a liability;
23. it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto), if any, payable on acquisition of
any of the Placing Shares or the agreement to subscribe for the
Placing Shares and acknowledges and agrees that none of Investec,
the Company, any of their respective affiliates or any person
acting on behalf of them will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in the Placing, and
agrees to indemnify the Company and Investec on an after--tax basis
in respect of the same, on the basis that the Placing Shares will
be allotted to the CREST stock account of Investec who will hold
them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
24. none of Investec, any of its affiliates or any person acting
on behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed information or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
25. none of Investec, any of its affiliates or any person acting
on behalf of any of them is making any recommendations to it,
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that its
participation in the Placing is on the basis that it is not and
will not be a client of Investec and that Investec has no duties or
responsibilities to it for providing the protections afforded to
its clients or customers under the rules of the FCA, for providing
advice in relation to the Placing, in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of its rights and obligations thereunder, including any rights to
waive or vary any conditions or exercise any termination right;
26. in order to ensure compliance with the Money Laundering
Regulations 2007, Investec (for itself and as agent on behalf of
the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to Investec or the Company's registrars, as applicable,
of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Investec's absolute discretion
or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Investec's or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity
Investec (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, Investec and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
27. Investec and its affiliates, acting as an investor for its
or their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the
Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, Investec and/or any of their respective affiliates
acting as an investor for its or their own account(s). Neither
Investec nor the Company intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any
legal or regulatory obligation to do so;
28. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions shall be governed by
and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out
of any such contract, except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by the
Company or Investec 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;
29. the Company, Investec and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing
agreements, acknowledgements, representations, warranties and
undertakings which are given to Investec, on its own behalf and on
behalf of the Company, and are irrevocable;
30. it irrevocably appoints any duly authorised officer of
Investec as its agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe or purchase upon
the terms of this Announcement;
31. it will indemnify on an after tax basis and hold the
Company, Investec and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, undertakings, agreements and
acknowledgements in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
32. (i) it has knowledge and experience in financial, business
and international investment matters and is required to evaluate
the merits and risks of subscribing for the Placing Shares; (ii) it
is experienced in investing in securities of this nature and is
aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain a complete loss in
connection with, the Placing; and (iii) it has relied upon its own
examination and due diligence of the Company and its associates,
taken as a whole, and the terms of the Placing, including the
merits and risks involved; and
33. its commitment to subscribe for Placing Shares on the terms
set out herein and in the contract note will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that it will have no right to be consulted
or require that their consent be obtained with respect to the
Company's conduct of the Placing.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Investec for
itself and on behalf of the Company and are irrevocable.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor
Investec will be responsible, and the Placee to whom (or on behalf
of whom, or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Investec in
the event that any of the Company and/or Investec has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify
Investec accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges and agrees that Investec does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of each Placee,
acknowledges and agrees that Investec or any of its affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Investec, any money held in an account with Investec
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges and agrees that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Investec's money in
accordance with the client money rules and will be used by Investec
in the course of its own business; and the Placee will rank only as
a general creditor of Investec.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
All times and dates in this Announcement may be subject to
amendment.
DEFINITIONS
In addition to the terms previously defined, the following
definitions apply throughout this Announcement unless the context
otherwise requires:
"Admission" admission of the Placing Shares
to trading on AIM;
"AIM" AIM, a market of the London Stock
Exchange;
"Company" Johnson Service Group plc;
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001) for the paperless
settlement of trades and the
holding of uncertificated securities
operated by Euroclear UK & Ireland
Limited;
"Investec" Investec Bank plc;
"FCA" the Financial Conduct Authority;
"FSMA" the Financial Services and Markets
Act of 2000 (as amended);
"Group" the Company and all its subsidiary
undertakings and "Group Company"
means any of the them;
"London Stock Exchange" London Stock Exchange plc;
"Material Adverse anything that has or is likely
Change" to have a material adverse effect
on the business, operations,
assets, condition (financial
or otherwise), funding position,
liquidity or solvency of the
Company or the Group as a whole;
"Ordinary Shares" ordinary shares of 10 pence each
in the capital of the Company;
"Placing" the placing of the Placing Shares
by Investec as agent for and
on behalf of the Company pursuant
to the Placing Agreement and
on and subject to the terms and
conditions set out or referred
to in this Announcement;
"Placing Price" 51 pence per Placing Share;
"Placing Shares" 26,253,940 new Ordinary Shares
to be issued in connection with
the Placing;
"UK" or "United the United Kingdom of Great Britain
Kingdom" and Northern Ireland;
"United States" United States of America, its
or "USA" territories and possessions,
any state of the United States
of America and the District of
Columbia and all other areas
subject to its jurisdiction;
and
"US Securities the US Securities Act of 1933,
Act" as amended.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQQKBDNOBKDFNK
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