TIDMVCP
RNS Number : 8537W
Victoria PLC
06 August 2018
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF
THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL.
6 August 2018
Victoria PLC
("Victoria", the "Company", or the "Group")
Acquisition of Cerámica Saloni
Vendor Placing and Firm Placing to raise GBP60.5 million via an
accelerated bookbuild
The Board of Victoria (LSE: VCP), the international designers,
manufacturers and distributors of innovative floorcoverings, is
pleased to announce that it has agreed to acquire Cerámica Saloni
("Saloni"), a European manufacturer of mid to high-end ceramic and
porcelain tiles for a consideration of EUR96.7 million (GBP86.2
million) (the "Consideration") from Obinesa Grupo Industrial S.L.
(the "Vendor") (the "Acquisition").
The Consideration is payable in cash on completion and will be
satisfied in part through a placing (the "Placing") of 7,314,626
new Ordinary Shares (the "Placing Shares") (consisting of 6,250,000
"Vendor Placing Shares" and 1,064,626 "Firm Placing Shares") at a
price of 827 pence per Ordinary Share (the "Placing Price") to
raise gross proceeds of approximately GBP60.5 million. The Placing
is being conducted, subject to the satisfaction of certain
conditions set out in the Appendix to this announcement, through an
accelerated bookbuild process (the "Bookbuild"), which will be
launched immediately following this announcement. Cantor Fitzgerald
Europe and Joh. Berenberg, Gossler & Co KG, London Branch
("Berenberg") are acting as joint bookrunners in relation to the
Placing (the "Joint Bookrunners").
Subject to admission of the Vendor Placing Shares and the Firm
Placing Shares, the Acquisition is expected to complete on 7 August
2018.
Highlights
Acquisition
-- Saloni is a manufacturer of mid to high-end ceramic &
porcelain tiles, with its main markets in Spain and France, selling
predominantly to direct markets (new construction or commercial
offices).
-- Located close to the Group's existing Keraben operations,
Saloni is a well-invested business with significant manufacturing
capacity, led by an experienced management team.
-- Saloni is well regarded for its high quality products,
differentiated designs and customer service.
-- The Acquisition is expected to be materially accretive to
earnings per share (before synergies) for Victoria shareholders in
the first full year of ownership (after accounting for the impact
of the new Ordinary Shares).
-- For the year ended 31 December 2017, Saloni generated audited
net revenues of EUR106.3 million (GBP94.7 million) and adjusted
EBITDA of EUR15.6 million (GBP13.9 million). For the twelve months
ended 31 May 2018, Saloni generated unaudited adjusted EBITDA of
EUR17.8 million (GBP15.9 million).
-- The Board is confident significant synergies exist with the
Group's existing business, Keraben, and will move to deliver these
synergies as quickly as possible following the Acquisition.
The Placing
-- The Placing, which is being conducted by way of an
accelerated book-building process, will be launched immediately
following this Announcement, in accordance with the terms and
conditions set out in the Appendix to this Announcement.
-- The Vendor Placing will be used to part-fund the Acquisition,
with the balance of the Acquisition consideration (plus associated
transaction costs, taxes and other expenses) to be funded from a
new banking facility provided by the Company's lenders, HSBC and
Barclays.
-- The Placing is conditional upon admission of the Vendor
Placing Shares and Firm Placing Shares to trading on AIM
("Admission") by no later than 8.00 a.m. on 21 August 2018.
-- The Firm Placing will also be deployed for the Acquisition
-- Cantor Fitzgerald Europe is the Nominated Adviser, Joint
Bookrunner and Broker in relation to the Placing. Berenberg is
Joint Bookrunner and Broker in relation to the Placing.
Geoff Wilding, Chairman of Victoria commented:
"We believe that Saloni is a high-quality addition to the Group.
Notwithstanding its strong organic growth prospects, there are
meaningful operational synergies with our existing Spanish ceramics
company, which we will move quickly to realise. Even before these
synergies, the acquisition of Saloni will be materially earnings
accretive in the first full year of ownership and it also continues
to increase the geographic diversity of our revenues and earnings.
Post-completion, over 65 per cent. of Victoria's earnings will be
generated from outside the UK - continuing our transformation into
a genuinely international flooring business.
For more information contact:
Victoria PLC
Geoff Wilding, Executive Chairman
Philippe Hamers, Group Chief Executive +44 (0) 1562 749
Michael Scott, Group Finance Director 300
Cantor Fitzgerald Europe (Nominated Adviser,
Joint
Bookrunner and Broker)
Rick Thompson, Phil Davies, Will Goode
(Corporate Finance)
Caspar Shand Kydd, Andrew Keith (Equity +44 (0) 20 7894
Sales) 7000
Berenberg (Joint Bookrunner and Broker)
Ben Wright, Mark Whitmore, Laure Fine +44 (0) 203 207
(Corporate Broking) 7800
Buchanan Communications (Financial PR)
Charles Ryland, Madeline Seacombe, Tilly +44 (0) 20 7466
Abraham 5000
About Victoria
Established in 1895 and listed since 1963 and on AIM since 2013
(VCP.L), Victoria PLC, is an international manufacturer and
distributor of innovative flooring products. The Group, which is
headquartered in Kidderminster, designs, manufactures and
distributes a range of carpet, underlay, LVT (luxury vinyl tile),
ceramic tiles, artificial grass and flooring accessories. Victoria
has operations in the UK, Spain, Italy, Belgium, the Netherlands
and Australia and employs approximately 2,500 people across more
than 20 sites. Victoria is the UK's largest carpet manufacturer and
the second largest in Australia.
The Group's strategy is designed to create value for its
shareholders and is focused on consistently increasing earnings per
share via acquisitions and sustainable organic growth.
The Group's trading subsidiaries, as set out segmentally,
include:
UK & Europe: Abingdon Flooring Ltd, Alliance Distribution
Ltd, Avalon B.V, Ceramiche Serra S.p.A., Distinctive
Flooring Ltd, Ezi Floor Ltd, Grass Inc. B.V,
Interfloor Ltd, Keraben Grupo S.A., Millennium
Weavers N.V, Victoria Carpets Ltd, View Logistics
Ltd, Westex (Carpets) Ltd, A. & A. Carpets
Ltd
Australia: Quest Flooring Pty Ltd, Primary Flooring Pty
Ltd, The Victoria Carpet Co. Pty Ltd
The person responsible for arranging the release of this
announcement on behalf of Victoria is Michael Scott, Chief
Financial Officer.
Cantor Fitzgerald Europe which is regulated in the UK by the
Financial Conduct Authority, and Joh. Berenberg, Gossler & Co
KG, London Branch which is authorised by the German Federal
Financial Conduct Authority (BaFin) and subject to limited
regulation by the Financial Conduct Authority, are acting for the
Company and no one else in connection with the Placing, and will
not be responsible to any person other than the Company for
providing the regulatory and legal protections afforded to their
respective clients nor for providing advice in relation to the
contents of this announcement or any matter, transaction or
arrangement referred to in it.
This Announcement includes statements, estimates, opinions and
projections with respect to anticipated future performance of the
Company ("forward-looking statements") which reflect various
assumptions concerning anticipated results taken from the Company's
current business plan or from public sources which may or may not
prove to be correct. These forward looking statements can be
identified by the use of forward looking terminology, including the
terms "anticipates", "target", "believes", "estimates", "expects",
"intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
reflect current expectations based on the current business plan and
various other assumptions and involve significant risks and
uncertainties and should not be read as guarantees of future
performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. As a
result, prospective investors should not rely on such
forward-looking statements due to the inherent uncertainty therein.
No representation or warranty is given as to the completeness or
accuracy of the forward-looking statements contained in this
announcement. Forward-looking statements speak only as of the date
of such statements and, except as required by the FCA, the London
Stock Exchange or applicable law, the Company undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise. 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.
Further details on the Acquisition and Placing
Information on Saloni
Saloni operates from near Castellon and the Group's Keraben
business, the heart of the Spanish ceramics industry, manufacturing
mid to high-end ceramic tiles, which are sold domestically and
exported internationally. Its main markets are Spain and France,
where it sells its products predominantly to direct markets.
Saloni enjoys a well diversified customer base (top ten
customers account for approximately 16.3 per cent. of sales for the
financial year ended 31 December 2017).
Saloni is a well-invested business, with recent investment in a
new kiln that has significantly increased the Company's
manufacturing efficiency, and is managed by a proven and
established management team who have identified and are executing a
clear strategy to drive profitable growth and gains of market
share.
Summary financials
Summary adjusted financial results for Saloni for the year ended
31 December 2017, together with comparative information for the
prior year, and more recent unaudited results for the 12 months to
31 May 2018, are set out below:
Year to 31 December (EURm) 2016 2017 May 2018
LTM
Revenue 99.0 106.3 107.1
Adjusted EBITDA(1) - 15.6 17.8
Adjusted EBITDA margin(1) - 14.7% 16.6%
Reported EBITDA 11.8 12.8 15.2
Adjusted EBIT(1) - 11.8 13.6
Reported EBIT 8.3 9.0 11.0
1 Adjusted figures shown before the impact of exceptional and
non-underlying items
As at 31 December 2017, Saloni had total assets of EUR110.7
million (GBP98.7 million).
Current trading for Saloni
Saloni has continued to trade strongly during the first half of
2018, with a significant improvement in LTM EBITDA, as shown in the
unaudited May 2018 figures.
Strategic Rationale for the Acquisition
The Acquisition furthers Victoria's stated strategy of growing
earnings via carefully scrutinised, high quality international
acquisitions and organically via a committed sales focus and
operational synergies. The Board expect the acquisition of Saloni
will be materially earnings accretive in the first full year of
ownership.
The Acquisition is highly complementary to Victoria's existing
product offering. In addition, the Acquisition continues the drive
into the European hard flooring market, following the recent
acquisitions of ceramic flooring manufacturers Ceramiche Serra
S.p.A. and Keraben Grupo S.A., further enhancing Victoria's
international exposure and diversifying earnings outside of the
UK.
The Board has previously noted that ceramic flooring is the
world's largest flooring sector, representing over 60 per cent. of
the 12.5 billion sqm of flooring sold globally and 30 per cent. of
flooring sold in Europe. Acquiring these businesses has opened a
large new flooring market to Victoria. The Board believes that
there is significant opportunity for further acquisitions in the
sector, which should result in a number of commercial, operational
and financial synergies - creating additional value for Victoria's
shareholders in the medium term.
The Board does not envisage significant integration costs
arising from the Acquisition and as with other of the Group's
businesses, Saloni will operate with a significant degree of
autonomy.
Details of the Acquisition
The Company has agreed to acquire, conditional on Admission and
via a new wholly owned subsidiary, Sandover Investments, S.L.U.
("Sandover"), all of the issued share capital of each of Cerámica
Saloni, S.A.U. and Sanicova, S.L.U. Saloni (together comprising
Cerámica Saloni) (the "Acquisition Agreement") for a total
consideration of EUR96.7 million (GBP86.2 million).
The Consideration is to be satisfied in part from the proceeds
pursuant to the Vendor Placing, with the balance (plus associated
transaction costs, taxes, and other expenses) from new banking
facilities.
Completion of the Acquisition Agreement is expected to occur on
7 August 2018.
Details of the new banking facilities
New banking facilities have been entered into alongside the
Acquisition, provided by the Company's lenders, HSBC and Barclays.
These include a new term loan of EUR445 million (GBP396.6 million)
being used to refinance the previous Group banking facilities, to
finance the balance of the Consideration not covered by the
Placing, and to refinance existing debt in Saloni of EUR61 million
(GBP54.4 million). In addition, the Company has entered into a new
multi-currency revolving credit facility of GBP60 million, which is
undrawn on completion other than for certain ancillary facilities.
The new term loan matures in August 2020.
Details of the Placing
Cantor Fitzgerald Europe and Berenberg, as agents for the
Company, have agreed to use reasonable endeavours to place
7,314,626 Placing Shares at the Placing Price with certain existing
and new institutional investors, raising gross proceeds of GBP60.5
million.
The Placing Shares will represent approximately 5.83 per cent.
of the enlarged share capital of the Company.
The allotment and issue of the Placing Shares will not exceed
the Company's existing authorities. No shareholder approval is
therefore required.
In connection with the Placing, the Company has entered into a
placing agreement pursuant to which Cantor Fitzgerald Europe and
Berenberg, as agents for the Company, have agreed to use their
reasonable endeavours to procure subscribers for the Placing Shares
at the Placing Price (the "Placing Agreement"). The Placing is not
being underwritten.
The placing agreement contains customary warranties given by the
Company to Cantor Fitzgerald Europe and Berenberg with respect to
the Company's business and customary indemnities given by the
Company to Cantor Fitzgerald Europe and Berenberg in respect of
liabilities arising out of or in connection with the Placing.
The Placing is conditional upon Admission of the Placing Shares
becoming effective by no later than 8.00 a.m. on 7 August 2018 (or
such later time and/or date as the Company and Cantor Fitzgerald
Europe may agree, but in any event not later than 8.00 a.m. on 21
August 2018).
Current Trading and Prospects for the Group
The Group recently announced its results for the year ended 31
March 2018 on 24 July 2018 and the Board stated it looks forward to
2019 with confidence.
Note: All figures based on GBP1 / EUR1.122
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in nancial
instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as de ned in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares o er no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate nancial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have su cient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners have only procured
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF
THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS
DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMED FROM TIME TO
TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN
ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED
INVESTORS"); 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(1) 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 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. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,
SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES
MENTIONED HEREIN IN THE UNITED STATES. ANY PLACING OF THE
SECURITIES IN THE UNITED STATES MENTIONED IN THIS ANNOUNCEMENT WILL
BE MADE SOLELY TO PERSONS WHO ARE "QUALIFIED INSTITUTIONAL BUYERS"
AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, AS AMED.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY
OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE
PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing by making an oral or written offer to acquire Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given (the "Placees"),
will be deemed: (i) to have read and understood this Announcement,
including this Appendix, in its entirety; and (ii) to be
participating and making an offer for Placing Shares on the terms
and conditions and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.
In particular each such Placee represents, warrants and
acknowledges that:
a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
b) it is and, at the time the Placing Shares are acquired, will
be either (a) outside the United States and acquiring the Placing
Shares in an "offshore transaction" in accordance with Rule 903 or
Rule 904 of Regulation S under the Securities Act ("Regulation S")
or (ii) a "qualified institutional buyer" ("QIB") as defined in
Rule 144A under the Securities Act and, in the case of (i) and (ii)
above is acquiring beneficial interests in the Placing Shares for
its own account; if acquiring the Shares for the account of one or
more other persons, it has full power and authority to make the
representations, warranties, agreements, undertakings, and
acknowledgements herein on behalf of each such person; and
c) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale to Qualified Investors in a member state of
the EEA which has implemented the Prospectus Directive, or in
circumstances in which the prior consent of the Bookrunners has
been given to each such proposed offer or resale.
This Announcement, including this Appendix, does not constitute
an offer to sell, or a 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, or in a transaction not subject
to, registration under the Securities Act. The securities mentioned
herein have not been, and will not be, registered under the
Securities Act. The Placing Shares are being offered and sold (i)
outside the United States in "offshore transactions" in accordance
with Regulation S and (ii) within the United States solely to a
limited number of QIBs pursuant to an exemption from, or in a
transaction not subject to, the registration requirements under the
Securities Act. There will be no public offering of the securities
in the United States.
Details of the Placing Agreement, the Placing Shares and the
Bookbuild
The Joint Bookrunners are acting as joint bookrunners in
connection with the Placing and have entered into the Placing
Agreement with the Company under which they have agreed to use
their respective reasonable endeavours to procure Placees to take
up the Placing Shares, on the terms and subject to the conditions
set out therein.
The Joint Bookrunners will today commence the bookbuilding
process to determine demand for participation in the Placing by
Placees (the "Bookbuild"). 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.
The Joint Bookrunners shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their
absolute discretion following consultation with the Company,
determine.
The Placing Shares will, as from the date when they are issued,
be fully paid up, rank in full for all dividends and other
distributions declared, made or paid on the Ordinary Shares after
Admission and otherwise rank pari passu in all respects with, and
be identical to, the existing Ordinary Shares then in issue.
Application for listing and admission to trading
Application will be made for admission of the Placing Shares to
trading on AIM.
It is expected that Admission of the Placing Shares will become
effective at or around 8.00 a.m. (London time) on or around 7
August 2018 and that dealings in the Placing Shares will commence
at that time.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally,
and not jointly, nor jointly and severally, as Joint Bookrunners
and agents of the Company.
2. Participation will only be available to persons who may
lawfully be, and are, invited to participate by any of the Joint
Bookrunners. Each of the Joint Bookrunners and their respective
affiliates are entitled to enter bids as principal in the
Bookbuild.
3. The Placing Price and the final number of Placing Shares will
be agreed between the Joint Bookrunners and the Company following
completion of the Bookbuild. The Placing Price and the final number
of Placing Shares will be announced on a Regulatory Information
Service following the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at one of the Joint Bookrunners. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to acquire at the Placing Price ultimately established by
the Company and the Joint Bookrunners or at prices up to a price
limit specified in its bid. Bids may be scaled down on the basis
referred to in paragraph 7 below.
5. The Bookbuild is expected to close no later than 4.30 p.m.
(London time) on 6 August 2018, but may be closed earlier or later,
at the discretion of the Joint Bookrunners. The Joint Bookrunners
may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed.
6. Each Placee's allocation will be confirmed to Placees orally
by the relevant Joint Bookrunner following the close of the
Bookbuild, and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. The relevant Joint
Bookrunner's oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of such Joint Bookrunner
and the Company, pursuant to which such Placee agrees to acquire
the number of Placing Shares allocated to it and to pay or procure
payment of the relevant Placing Price on the terms and conditions
set out in this Appendix and in accordance with the Company's
corporate documents.
7. Subject to paragraphs 3 and 4 above, the Joint Bookrunners
will, in effecting the Placing, agree with the Company the identity
of the Placees and the basis of allocation of the Placing
Shares.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Joint Bookrunner's consent will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Bookrunner, to pay
or procure to 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 that such Placee has agreed to acquire. Each Placee's
obligations will be owed to the relevant Joint Bookrunner.
9. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Joint Bookrunner.
13. To the fullest extent permissible by law, neither the Joint
Bookrunners, the Company nor any of their respective affiliates or
persons acting on behalf of any of them shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
neither of the Joint Bookrunners, nor the Company, nor any of their
respective affiliates or persons acting on behalf of any of them
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners' conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Joint Bookrunners and the Company
may agree. Nothing in this paragraph or otherwise this Placing
excludes liability of any person for fraud or fraudulent
misrepresentation made by that person.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Joint Bookrunners' obligations under the Placing
Agreement are conditional on certain conditions, including:
a) Admission occurring at or before 8:00 a.m. (London time) on 7
August 2018 (or such later time and/or date, not being later than
8:00 a.m. (London time) on 21 August 2018, as the Company and the
Bookrunners may otherwise agree) (the "Closing Date");
b) the Company having complied in all material respects with all
of its obligations under the Placing Agreement;
c) the sale and purchase agreement in relation to the
Acquisition having been entered into and remaining in
d) full force and effect and not having been amended or
terminated or being capable of termination by the Company, and the
Acquisition still being capable of completion;
e) the publication by the Company of, among other announcements,
the results of the Placing on a Regulatory Information Service;
f) the Company allotting, subject only to Admission, the
relevant Placing Shares in accordance with the Placing Agreement;
and
g) the delivery to the Joint Bookrunners of certain documentary conditions precedent.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived or extended in writing by the Joint
Bookrunners by the relevant time or date specified (or such later
time or date as the Company and the Joint Bookrunners may agree);
or (ii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by it in respect thereof.
The Joint Bookrunners may, at their discretion, extend the time
for satisfaction of, or 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. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
None of the Joint Bookrunners 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 to the Placing nor for any decision
it may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of the Joint Bookrunners.
Right to terminate under the Placing Agreement
Cantor Fitzgerald Europe is entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with
its terms in the following limited circumstances:
a) the Company fails, in any material respect, to comply with
any of its obligations under this Agreement; or
b) a matter has arisen which constitutes a breach of any of the
obligations and commitments on the part of the seller under the
terms of the acquisition agreement relating to the Acquisition and
which Cantor Fitzgerald Europe (acting in good faith and following
consultation with Berenberg) considers to be material in the
context of the Placing;
c) any of the conditions to Placing are not fulfilled or waived (as applicable).
By participating in the Placing, Placees agree that the exercise
by Cantor Fitzgerald Europe of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Cantor Fitzgerald Europe (acting in good faith and
following consultation with Berenberg) and that it need not make
any reference to, or consult with, Placees and that it shall have
no liability to Placees whatsoever in connection with any such
exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) released by the Company today and subject to the further
terms set forth in the contract note to be provided to individual
Placees. Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement (including this
Appendix) and all other publicly available information previously
published by the Company by notification to a Regulatory
Information Service is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
other information, representation, warranty or statement made by or
on behalf of the Company or either Joint Bookrunner or any other
person and none of the Company or the Joint Bookrunners 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 fraud or fraudulent misrepresentation by that
person.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BZC0LC10) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST").
Subject to certain exceptions, the Joint Bookrunners and the
Company reserve the right to require settlement for, and delivery
of, the Placing Shares (or any part thereof) 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.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation in accordance with the standing arrangements
in place with Cantor Fitzgerald Europe stating the number of
Placing Shares allocated to it at the Placing Price, the aggregate
amount owed by such Placee to the Bookrunner and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement
instructions in respect of the Placing Shares that it has in place
with Cantor Fitzgerald Europe.
It is expected that settlement will be on 7 August 2018 in
accordance with the instructions set out in the trade
confirmation.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Joint Bookrunners' account and
benefit, an amount equal to the aggregate amount owed by the
Placee. 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
penalties) or other similar taxes imposed in any jurisdiction 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 trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve
tax.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably:
1. represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
acquisition of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that no offering document or prospectus has been
or will be prepared in connection with the Placing and represents
and warrants that it has not received and will not receive a
prospectus or other offering document in connection with the
Placing or the Placing Shares;
3. acknowledges that the Placing does not constitute a
recommendation or financial product advice and neither Joint
Bookrunner has had regard to its particular objectives, financial
situation or needs;
4. acknowledges that none of the Joint Bookrunners, the Company,
any of their respective affiliates, agents, directors, officers or
employees has provided, nor will provide, it with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of the Joint Bookrunners,
the Company, any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such
information;
5. acknowledges that the Ordinary Shares are listed on AIM and
that the Company is therefore required to publish certain business
and financial information in accordance with the rules and
practices under the AIM Rules, which includes a description of the
Company's business and the Company's financial information,
including balance sheets and income statements, and that it is able
to obtain or access to such information, or comparable information
concerning other publicly traded companies, in each case without
undue difficulty;
6. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither of
the Joint Bookrunners, nor their respective 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, or omission from, this Announcement or any
information previously published by or on behalf of the Company,
pursuant to applicable laws, 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 otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
acquire Placing Shares is contained in this Announcement and any
information previously published by the Company by notification to
a Regulatory Information Service, such information being all that
such Placee deems necessary or appropriate and sufficient to make
an investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information given, or
representations, warranties or statements made, by any of the Joint
Bookrunners or the Company nor any of their respective affiliates,
agents, directors, officers or employees and none of the Joint
Bookrunners or the Company or any such affiliate, agent, director,
officer or employee will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement, provided
that nothing in this paragraph excludes the liability of any person
for fraud or fraudulent misrepresentation made by that person;
7. acknowledges and agrees that it may not rely, and has not
relied, on any investigation that either Joint Bookrunner, any of
their affiliates or any person acting on their behalf, may have
conducted with respect to the Placing Shares or the Company, and
none of such persons has made any representation, express or
implied, with respect to the Company, the Placing Shares or the
accuracy, completeness or adequacy of the information from the
London Stock Exchange or any other information; each Placee further
acknowledges that it has conducted its own investigation of the
Company and the Placing Shares and has received all information it
believes necessary or appropriate in connection with its investment
in the Placing Shares;
8. acknowledges that it has made its own assessment and has
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the
Placing Shares;
9. acknowledges that none of the Joint Bookrunners, their
respective affiliates or any person acting on behalf of any of them
has or shall have any liability for any information made publicly
available by or in relation to the Company or any representation,
warranty or statement relating to the Company or the Group
contained therein or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraud or
fraudulent misrepresentation made by that person;
10. represents and warrants that (i) the Placing Shares have not
been, and will not be, registered under the Securities Act; (ii) it
is and, at the time the Placing Shares are acquired, will be either
(a) outside the United States and acquiring the Placing Shares in
an "offshore transaction" in accordance with Rule 903 or Rule 904
of Regulation S; or (b) a QIB, which is acquiring the Placing
Shares for its own account or for the account of one or more QIBs,
each of which is acquiring beneficial interests in the Placing
Shares for its own account; (iii) if acquiring the Shares for the
account of one or more other persons, it has full power and
authority to make the representations, warranties, agreements,
undertakings and acknowledgements herein on behalf of each such
person; (iv) it is not acquiring the Placing Shares as a result of
any "directed selling efforts" as defined in Regulation S or as a
result of any "general solicitation" or "general advertising"
within the meaning of Rule 502(c) of Regulation D of the Securities
Act; and (v) it will not publish, distribute or transmit this
Announcement or any other document or information related to the
Placing, by any means or media, directly or indirectly, in whole or
in part, in or into the United States;
11. acknowledges that in making any decision to acquire Placing
Shares it (i) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks
of subscribing for or purchasing the Placing Shares, (ii) will not
look to either Joint Bookrunner for all or part of any loss it may
suffer as a result of any such subscription or purchase, (iii) is
experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of an investment in the Placing Shares,
(iv) is able to sustain a complete loss of an investment in the
Placing Shares and (v) has no need for liquidity with respect to
its investment in the Placing Shares;
12. undertakes, unless otherwise specifically agreed with the
Joint Bookrunners, that it is not and at the time the Placing
Shares are acquired, neither it nor the beneficial owner of the
Placing Shares will be, a resident of Australia, Canada, Japan or
South Africa and further acknowledges that the Placing Shares have
not been and will not be registered under the securities
legislation of Australia, Canada, Japan or South Africa and,
subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in
or into any of those jurisdictions;
13. acknowledges that the Placing Shares have not been and will
not be registered, and that a prospectus will not be cleared in
respect of any of the Placing Shares, under the securities laws or
legislation of the United States or any state or jurisdiction
thereof, Australia, Canada, Japan, or South Africa and, subject to
certain exceptions, may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into those
jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
15. represents and warrants that it has complied with its
obligations under the Criminal Justice Act 1993, MAR and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000,
the Terrorism Act 2006 and the Money Laundering Regulations 2007
and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
16. where a Placee is acting as agent for discretionary managed
clients, the Joint Bookrunners and the Company acknowledge
that:
(a) the Placee is acting at all times as agent for and on behalf
of certain discretionary managed clients of whom it has
discretionary management authority (the "Funds");
(b) the Placee shall have no liability as principal to acquire
and pay for the Placing Shares allocated to it as agent for and on
behalf of the Funds or in respect of each Fund's obligations under
the Placing who will hold the Placing Shares through a custodian;
and
(c) all representations, warranties and undertakings are given
by the Placee as agent and not as principal.
For the avoidance of doubt, nothing in these terms and
conditions is intended to create joint and several liability
between the Funds. The Joint Bookrunners and the Company
acknowledge and agree that any liabilities of a Fund incurred
hereunder shall be limited to the property of that Fund and under
no circumstances shall there be recourse to the assets of any other
fund within the same umbrella as the Fund or any other Fund in
respect of those liabilities;
17. represents and warrants that it is acting as principal only
in respect of the Placing or, if it is acting for any other person
it is duly authorised to do so and has full power to make the
acknowledgments, warranties, representations, undertakings, and
agreements herein on behalf of each such person;
18. if a financial intermediary, as that term is used in Article
3(2) of the EU Prospectus Directive, represents, warrants and
undertakes that the Placing Shares purchased by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to,
persons in a Member State of the EEA which has implemented the
Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of the Bookrunners has
been given to the offer or resale;
19. represents, warrants and undertakes that it has not offered
or sold and will not offer or sell any Placing Shares to persons in
the United Kingdom, 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 and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of the FSMA;
20. represents, warrants and undertakes that it has not offered
or sold and will not, prior to Admission, offer or sell any Placing
Shares to persons in the EEA 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
(within the meaning of the Prospectus Directive) in any member
state of the EEA;
21. represents, warrants and undertakes that it has only
communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the
FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
22. represents, warrants and undertakes that it has complied and
will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving the United Kingdom;
23. represents and warrants, if in a member state of the
European Economic Area, unless otherwise specifically agreed with
the Joint Bookrunners in writing, that it is a "Qualified
Investor";
24. represents and warrants, if in the United Kingdom, that it
is a person (i) having professional experience in matters relating
to investments who falls within the definition of "investment
professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (iii) to whom
this Announcement may otherwise lawfully be communicated;
25. acknowledges and agrees that no action has been or will be
taken by either the Company or the Joint Bookrunners or any person
acting on behalf of the Company or the Joint Bookrunners that
would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
26. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has fully observed such laws
and obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Appendix) and will honour such obligations and that, to
the best of its knowledge and belief it has not taken any action or
omitted to take any action which will or may result in the Joint
Bookrunners, the Company or any of their respective directors,
officers, agents, employees or advisers acting in breach of the
legal or regulatory requirements of any jurisdiction in connection
with the Placing;
27. undertakes that it (and any person acting on its behalf)
will make or procure payment in respect of the Placing Shares
allocated to it in accordance with this Appendix on the due time
and date set out herein, failing which the relevant Placing Shares
may be placed with other acquirers or sold as the Joint Bookrunners
may in their sole discretion determine and without liability to
such Placee, who will remain liable for any amount by which the net
proceeds of such sale fall short of the product of the relevant
Placing Price and the number of Placing Shares allocated to it and
may be required to bear any stamp duty, stamp duty reserve tax or
other similar taxes (together with any penalties) which may arise
upon such placing or sale of such Placee's Placing Shares;
28. acknowledges that neither of the Joint Bookrunners, nor any
of their respective affiliates, agents, directors, officers or
employees is making any recommendations to it or 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
either Joint Bookrunner in connection with its participation in the
Placing and that neither Joint Bookrunner has any duty nor
responsibility to it for providing the protections afforded to its
clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
29. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither of the Joint
Bookrunners nor the Company will be responsible for any liability
to stamp duty or stamp duty reserve tax or other similar taxes
resulting from a failure to observe this requirement;
30. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to the terms and conditions
set out in this Appendix, and all non-contractual or other
obligations arising out of or in connection with them, 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 (including any dispute regarding
the existence, validity or termination of such contract or relating
to any non-contractual or other obligation arising out of or in
connection with such contract), except that enforcement proceedings
in respect of the obligation to make or procure payment for the
Placing Shares may be taken by either the Company or either Joint
Bookrunner 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;
31. except as set out in clause 32 below, represents and
warrants that it has neither received nor relied on any 'inside
information' (for the purposes of MAR and section 56 of the
Criminal Justice Act 1993) concerning the Company prior to or in
connection with accepting the invitation to participate in the
Placing and is not purchasing Placing Shares on the basis of
material non-public information;
32. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities, it confirms that it has
received such information within the market soundings regime
provided for in article 11 of MAR and associated delegated
regulations and it has not: (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended or induced
another person to deal in the securities of the Company; or (iii)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
33. if it is a pension fund or investment company, its purchase
of Placing Shares is in full compliance with applicable laws and
regulations;
34. agrees that the Company, the Joint Bookrunners and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements, agreements, and undertakings which are given to
the Joint Bookrunners on their own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises the
Company and the Joint Bookrunners to produce this Announcement,
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth herein;
35. none of the Company or the Bookrunners owes any fiduciary or
other duties to any Placee in respect of any acknowledgments,
confirmations, undertakings, representations, warranties or
indemnities in the Placing Agreement; and
36. its commitment to take up Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the future be made to
the terms and conditions of the Placing and that Placees will have
no right to be consulted or require that their consent be obtained
with respect to the Company or the Joint Bookrunners' conduct of
the Placing.
The foregoing representations, warranties, agreements,
undertakings, acknowledgements and confirmations are given for the
benefit of the Company as well as each of the Joint Bookrunners and
are irrevocable. Each Placee, and any person acting on behalf of
the Placee, acknowledges that neither the Company nor either of the
Joint Bookrunners owes any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service.
The Company and the Joint Bookrunners are not liable to bear any
transfer taxes that arise on a sale of Placing Shares subsequent to
their acquisition by Placees or for transfer taxes arising
otherwise than under the laws of the United Kingdom. Each Placee
should, therefore, take its own advice as to whether any such
transfer tax liability arises and notify the Joint Bookrunners
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
UK by them or any other person on the acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing
Shares.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that any Joint Bookrunner or any of its
affiliates may, at its 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 a Joint Bookrunner, any money held in an account with
such Joint Bookrunner on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules.
All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCLLFSATDIEIIT
(END) Dow Jones Newswires
August 06, 2018 02:01 ET (06:01 GMT)
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