TIDMWHI
RNS Number : 4878H
W.H. Ireland Group PLC
28 July 2023
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (EU) NO . 596/2014 AS IT FORMS PART OF
UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED . UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN .
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN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,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO .
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY .
THIS ANNOUNCEMENT AND THE APPICES DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF WH IRELAND GROUP PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL .
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY . IN
PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED
IN THE APPICES INCLUDING APPIX III WHICH CONTAINS THE TERMS AND
CONDITIONS OF THE PLACING .
28 July 2023
WH Ireland Group plc
("WH Ireland", the "Company" or the "Group") (AIM: WHI)
Trading Update and Proposed Placing to raise approximately
GBP5.0 million
The Company announces it is carrying out a conditional placing
to raise approximately GBP5.0 million, before expenses, by way of
the issue of new ordinary shares in the capital of the Company (the
"Placing") to certain existing shareholders and other investors at
a price of 3 pence per share (the "Placing Price").
The Placing Price represents a discount of approximately 86.67
per cent. to the Closing Price of 22.5 pence per Ordinary Share on
27 July 2023, being the latest practicable business day prior to
the publication of this Announcement.
As the Placing Price is lower than the current nominal value of
the Ordinary Shares, the Company is also proposing to carry out the
Share Sub-division.
Background to and Reasons for the Placing
In the three-month period ended 30 June 2023, the Company made a
pre-tax loss of GBP1.1m (on a statutory basis, unaudited) on
revenues of c.GBP5.6m (unaudited). The loss in the period is as a
result of the widely reported multi-year low level of transactional
activity in the financial capital markets that has impacted the
Group's Capital Markets division ("CM"), alongside a reduction in
assets under management ("AUM") for the Group's Wealth Management
division ("WM"), in part due to weaker market conditions impacting
client portfolio size.
With market conditions remaining challenging, including
transactional activity in the CM division being typically at
seasonally lower levels during the summer months, the Directors do
not believe that there will be an improvement in CM transactional
activity during the current quarter nor do the Directors believe
there will be an uplift in AUM within the WM division over the same
period. The Directors therefore believe the Group will remain loss
making until at least November 2023.
In recent weeks, on the basis of the adverse current and
forecast trading and resultant losses, the Company has been in
discussion with the FCA (including in respect of the Group's
relevant net asset and regulatory capital positions) in order to
ensure that, in the absence of the injection of further capital
pursuant to the Placing, the Company could deliver a solvent wind
down for the Group, if required, in line with the Company's solvent
wind down plan ("SWDP"). A solvent wind down plan is a plan drawn
up in accordance with regulatory requirements in order to
facilitate an orderly wind down of a regulated firm, as further
described below. The current regulatory capital position of the
Group (as at 30 June 2023) is a c.GBP1.9m shortfall below the
current FCA regulatory capital requirement. On the basis of the
adverse current and forecast trading and resultant losses, without
further funding pursuant to the Placing, the SWDP would be required
to be implemented on 31 July 2023. The Company is also in
discussions with the FCA with regard to agreeing certain voluntary
restrictions, such as not paying dividends, for a period of
time.
In order to reduce costs, the Company will commence a collective
consultation regarding headcount reduction. In addition, it is
proposed that certain senior management team members would
sacrifice a proportion of their salary in consideration of being
awarded with options to subscribe, at nil cost, for such number of
New Ordinary Shares at the Placing Price, as is equal to the amount
of salary sacrificed. This programme is anticipated to reduce
annual costs by in the range of GBP3.75m to GBP4m. The full extent
of the savings is anticipated to be realised during the course of
calendar year Q4 2023.
The Directors believe that the combination of the Placing and
the cost reduction exercise gives the Group an improved chance of
returning to a break-even position and securing the future of the
Group instead of implementing the SWDP. Accordingly, the Placing is
being undertaken in order to provide working capital, secure the
current regulatory capital position and achieve a more stable
financial position for the Group against the current market
backdrop. Prior to the Placing, the Board had actively explored
asset sales. The Directors will assess the benefit of asset sales
to Shareholders should any future market opportunities arise.
Given the financial position of the Group and the timeframe
within which funds need to be raised (including for regulatory
reasons), the Placing Shares are to be issued at a deep discount to
the Closing Price on 27 July 2023.
Detailed Financial Position
As at 30 June 2023, the Company had cash of GBP3.7m (on a
statutory basis, unaudited), Assets Under Management in WM were
GBP1.34bn, Group Assets Under Management were GBP1.95bn.
Reasons for the Placing and use of proceeds
The Directors consider that, in light of the financial position
of the Company set out above and given the challenging current
market conditions (as well as the macro-economic pressures which
continue to impact investment activity both in the UK and globally,
across all sectors in which the Group operates), it is necessary
urgently to boost the Company's capital position through the
Placing. Accordingly, the Company intends to use the net proceeds
raised from the Placing for FCA regulatory capital requirements; to
fund the costs associated with the Group's cost cutting exercise;
for the provision of certain discretionary bonuses for retention
purposes in the WM division from the prior financial year; and for
working capital purposes.
As set out above, if the Company is unable to raise the funds in
the Placing, it will be required to implement its SWDP. A solvent
wind down is a plan drawn up in accordance with regulatory
requirements in order to ensure a regulated firm has sufficient
financial and other resources necessary to facilitate an orderly
wind-down. The Company is required to maintain such a plan by the
FCA in order to mitigate the risk of negative effects on consumers
and market participants in the event that it is unviable to
continue to carry on its undertaking. The Company's SWDP envisages
a wind down process of up to 9 months during which time the
management would, if the SWDP were to be implemented, facilitate
the orderly transfer of all of the Company's clients to new
advisers.
Major Shareholder Support
Pursuant to the Placing, TFG Asset Management UK, the Company's
largest shareholder, has indicated (on behalf of the Polygon Funds)
that Polygon Funds intend to participate in the Placing up to a
maximum of GBP2.5 million and a minimum of GBP2 million. TFG Asset
Management UK is currently interested in 28.5 per cent. of the
Company's issued share capital (including 1,310,278 Ordinary Shares
by way of contracts for differences) and, accordingly, assuming
such participation in, and following completion of, the Placing,
TFG Asset Management UK would be interested (for the purpose of the
City Code) in New Ordinary Shares carrying 30 per cent. or more of
the Company's voting share capital, which would ordinarily result
in TFG Asset Management UK having to make a mandatory offer under
Rule 9 of the City Code.
However, the Panel has agreed to waive the obligation on TFG
Asset Management UK (or any person acting in concert with it) to
make a mandatory cash offer under Rule 9 of the City Code that
would otherwise arise as a result of its participation in the
Placing (the " Rule 9 Waiver ") , subject to the approval of such
waiver by independent shareholders on a poll.
In the event that the Resolution to approve the Rule 9 Waiver is
approved, and on the assumption that the Placing is completed and
that TFG Asset Management UK subscribed for the maximum amount
cited above, and that no person exercises any options or other
rights to subscribe for Ordinary Shares or New Ordinary Shares, as
at Admission, the maximum aggregate interest of TFG Asset
Management UK (and any persons acting in concert with it) in shares
which carry voting rights in the Company (for the purpose of the
City Code) would be 43.18 per cent.
As the Placing Price is lower than the current nominal value of
the Ordinary Shares, the Company is also proposing to carry out the
Share Sub-division.
The Placing is subject to shareholder approval (amongst other
things):
-- to grant the necessary authorities to issue the Placing Shares;
-- to effect the Share Sub-division; and
-- of the Rule 9 Waiver, on a poll vote of independent
shareholders in accordance with the City Code.
Shareholders which together hold, or are able to control the
voting in respect of, Ordinary Shares representing approximately
(i) 37.84 per cent. of the Ordinary Shares expected to be entitled
to vote on the Resolution, have irrevocably undertaken to vote in
favour of the Resolution to approve the Rule 9 Waiver; and (ii)
63.05 per cent. of the Existing Ordinary Shares, have irrevocably
undertaken to vote in favour of the other Resolutions.
In addition, the Company has received letters of intent which
together hold, or are able to control the voting in respect of,
Ordinary Shares representing approximately (i) 20.54 per cent. of
the Ordinary Shares expected to be entitled to vote on the
Resolution, to vote in favour of the Resolution to approve the Rule
9 Waiver; and (ii) 15.25 per cent. of the Existing Ordinary Shares,
to vote in favour of the other Resolutions.
W H Ireland Limited is acting as sole bookrunner and broker in
relation to the Placing (the "Broker") and a placing agreement has
been entered into today between the Company and the Broker in
connection with the Placing (the "Placing Agreement"). Canaccord
Genuity Limited is acting as nominated adviser to the Company, and
also Rule 3 adviser in respect of the Rule 9 Waiver.
The Placing is to be conducted by way of an accelerated
bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set
out in Appendix III to this Announcement.
A further announcement confirming the closing of the Bookbuild
and the number of Placing Shares proposed to be issued pursuant to
the Placing is expected to be made in due course.
Placing Details
-- Placing of New Ordinary Shares to raise approximately GBP5.0 million (before expenses).
-- Placing to be conducted via an accelerated bookbuild process launching today.
-- The Placing is conditional upon the passing of the
Resolutions, including the approval of the Rule 9 Waiver by
independent shareholders.
-- Irrevocable undertakings and letters of intent to vote in
favour of the Resolutions received in respect of 58.37 per cent. of
the Ordinary Shares expected to be entitled to vote on the
Resolution to approve the Rule 9 Waiver and 78.30 per cent. of the
Existing Ordinary Shares in respect of the other Resolutions.
-- The net proceeds raised from the issue of the Placing Shares
will be used for the purposes set out in the Background to and
Reasons for the Placing paragraph above.
-- The Placing Shares, assuming full take-up and completion of
the Placing, will represent approximately 70.63 per cent. of the
Enlarged Share Capital, including the issue of Fee Shares (as
defined below).
The Placing
W H Ireland Limited (the "Broker"), is acting as sole bookrunner
and broker in connection with the Placing. The Placing Shares are
being offered by way of an accelerated bookbuild (the "Bookbuild"),
which will be launched immediately following this Announcement, in
accordance with the terms and conditions set out in Appendix III to
this Announcement.
The issue of the Placing Shares is conditional, inter alia,
upon:
-- the passing of the Resolutions;
-- the delivery by the Company to the Broker of certain
documents required under the Placing Agreement;
-- the Company having fully performed its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission); and
-- the Placing Agreement having become unconditional and not
having been terminated by the Broker in accordance with its
terms.
Subject to satisfaction of the relevant conditions, it is
expected that Admission will become effective and dealing in the
Placing Shares will commence , at 8.00 a.m. (London time) on or
around 15 August 2023.
The Broker has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, including (but not
limited to): in the event that any of the warranties set out in the
Placing Agreement are not true and accurate when given or the
Company fails to comply with any of its obligations prior to
Admission. The Broker may also terminate the Placing Agreement if
there has been a material adverse change in there has been a
material adverse change in national or international financial,
political, economic, monetary or stock market conditions (primary
or secondary) or an imposition of or compliance with any law or
governmental or regulatory order, rule, regulation, restriction or
direction which, in the opinion of a Broker, makes it impractical
or inadvisable to proceed with the Placing or Admission. If this
termination right is exercised or if the conditionality in the
Placing Agreement is not satisfied, the Placing will not
proceed.
In addition, if the Placing is successful, the Company has
agreed to issue Harry Ansell 4,166,666 New Ordinary Shares in lieu
of advisory fees to the Company ("Fee Shares").
The timing of the closure of the Bookbuild, the number of
Placing Shares and the allocation of the Placing Shares between
Placees is to be determined at the discretion of the Company and
the Broker.
A further announcement will be made following the closure of the
Bookbuild, confirming the results of the Placing and a circular
convening the General Meeting to consider the Resolutions is
expected to be despatched shortly.
The expected timetable of principal events in connection with
the Placing is set out in Appendix I to this Announcement.
Intentions of Non-Executive Directors
As the Company moves forward following its recapitalisation, the
current independent Non-Executive Directors, Simon Lough, Helen
Sinclair and Thomas Wood, believe that this is an appropriate time
for them to consider stepping down, thereby allowing the
appointment of new Non-Executive Directors to develop an
appropriate fresh strategy for the Company. They are fully
committed to working with the Company to affect an orderly
transition and handover in the coming months to a new team of
independent Non-Executive Directors, yet to be identified. The
dates that the current Non-Executive Directors will cease to be
Directors will be confirmed in due course.
The Directors are mindful of the associated corporate governance
and regulatory requirements for the Company in the selection of
appropriate candidates and maintaining an appropriate balance and
composition to the Board.
For further information, please contact:
WH Ireland Group plc
Phillip Wale, Chief Executive Officer
www.whirelandplc.com
T: +44 (0)20 7 220 1666
WH Ireland Limited (as Broker to the Placing)
Harry Ansell/Dan Bristowe/Katy Mitchell
T: +44 (0)20 7 220 1666
Canaccord Genuity Limited (Nominated Adviser and Joint Broker to the Company)
Emma Gabriel/Harry Rees
www.canaccordgenuity.com
T: +44 (0)20 7523 8000
MHP Communications
Reg Hoare / Charles Hirst
whireland@mhpgroup.com
T: +44 (0) 20 3128 8793
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company, nor the Broker nor Canaccord Genuity nor any
of their respective associates, directors, officers or advisers
shall be obliged to update such statements. Comparisons of results
for current and any prior periods are not intended to express any
future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical
data.
Canaccord Genuity Limited (" Canaccord Genuity "), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser exclusively for the Company and no one
else in connection with the contents of this Announcement and will
not regard any other person (whether or not a recipient of this
Announcement) as its client in relation to the contents of this
Announcement nor will it be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Canaccord Genuity by the Financial
Services and Markets Act 2000, as amended (" FSMA ") or the
regulatory regime established thereunder, Canaccord Genuity accepts
no responsibility whatsoever, and makes no representation or
warranty, express or implied, as to the contents of this
Announcement including its accuracy, completeness or verification
or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection
with the Company and the contents of this Announcement, whether as
to the past or the future. Canaccord Genuity accordingly disclaims
all and any liability whatsoever, whether arising in tort, contract
or otherwise (save as referred to above), which it might otherwise
have in respect of the contents of this Announcement or any such
statement. The responsibilities of Canaccord Genuity as the
Company's Nominated Adviser under the AIM Rules for Companies and
the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any director
or shareholder of the Company or any other person, in respect of
its decision to acquire shares in the capital of the Company in
reliance on any part of this Announcement, or otherwise.
WH Ireland, which is authorised and regulated in the United
Kingdom by the FCA, is acting as Broker exclusively for the Company
and no one else in connection with the contents of this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as its client in relation to the
contents of this Announcement nor will it be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on WH Ireland by FSMA or the
regulatory regime established thereunder, WH Ireland accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, as to the contents of this Announcement
including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of
it, the Company or any other person, in connection with the Company
and the contents of this Announcement, whether as to the past or
the future. WH Ireland accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.
The Placing Shares have not been and will not be registered
under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities
Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The Placing Shares have
not been approved, disapproved or recommended by the U.S.
Securities and Exchange Commission, any state securities commission
in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the offering of the Placing Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in the United States, Australia, Canada, Japan, New Zealand,
the Republic of South Africa or to, or for the account or benefit
of, any national, resident or citizen of the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa.
No public offering of securities is being made in the United
States.
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, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not
been, and will not be, obtained from the South Africa 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, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, New Zealand 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 Canada, Australia, Japan, New Zealand or the Republic of South
Africa or any other jurisdiction outside the United Kingdom or to,
or for the account or benefit of any national, resident or citizen
of Australia, Japan, New Zealand or the Republic of South Africa or
to any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the
Prospectus Regulation, or the Prospectus Regulation (as it forms
part of domestic UK law pursuant to the EUWA, (as the case may be)
from the requirement to produce a prospectus. This Announcement is
being distributed to persons in the United Kingdom only in
circumstances in which section 21(1) of FSMA does not apply.
The information in this Announcement, which includes certain
information drawn from public sources, does not purport to be
comprehensive and has not been independently verified. This
Announcement contains statements that are, or may be deemed
forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the control of the
Company (including but not limited to future market conditions,
legislative and regulatory changes, the actions of governmental
regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the
actual performance or achievements on the Company to be materially
different from such forward-looking statements.
The content of this Announcement has not been approved by an
authorised person within the meaning of the FSMA. Reliance on this
Announcement for the purpose of engaging in any investment activity
may expose an individual to a significant risk of losing all of the
property or other assets invested. The price of securities and any
income expected from them may go down as well as up and investors
may not get back the full amount invested upon disposal of the
securities. Past performance is no guide to future performance, and
persons needing advice should consult an appropriate independent
financial adviser.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in Member States who are 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 the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (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 Announcement and the terms and conditions
set out herein relates is available only to relevant persons and
will be engaged in only with relevant persons.
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 the Broker 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.
No statement in this Announcement is intended to be a profit
forecast or estimate, 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.
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.
APPIX I
Expected Timetable of Principal Events
2023
Announcement of the Placing 28 July
Announcement of the results of the 28 July
Placing
General Meeting on or around 14 August
Admission and commencement of dealing at 8.00 a.m. on or around
in Placing Shares 15 August*
CREST accounts credited in respect at 8.00 a.m. on or around
of Placing Shares in uncertificated 15 August*
form
Despatch of definitive share certificates within 14 days of Admission*
in respect of Placing Shares to be
issued in certificated form
*conditional on the passing of the Resolutions at the General
Meeting
Each of the times and dates set out in the above timetable and
mentioned in this Announcement are subject to change by the
Company, in which event details of the new times and dates will be
notified to Placees by the Broker or by an announcement through a
Regulatory Information Service, as the case may be.
APPIX II
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
" Admission" admission of the Placing Shares to trading
on AIM becoming effective in accordance
with the AIM Rules
" AIM" the market of that name operated by the
London Stock Exchange
" AIM Rules" the AIM Rules for Companies (including the
guidance notes) published by the London
Stock Exchange from time to time
"Announcement" this announcement (including the Appendices
which form part of this announcement)
"Articles" the articles of association of the Company
( as adopted and in force from time to time
, including pursuant to the Resolutions)
"Bookbuild" the accelerated bookbuild to be conducted
by the Broker pursuant to the Placing Agreement
and this Announcement
"Broker" WH Ireland Limited
"Canaccord Genuity" Canaccord Genuity Limited, nominated adviser
and joint broker to the Company
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market price of an Existing
Ordinary Share as derived from the AIM Appendix
to the Daily Official List of the London
Stock Exchange
"Company" or "WH Ireland" WH Ireland Group plc
"CREST" or "CREST system" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755)
"Directors" or "Board" the directors of the Company or any duly
authorised committee thereof
"EEA" the European Economic Area, comprising the
European Union, Iceland, Liechtenstein and
Norway and "Member State" shall be construed
accordingly
"Enlarged Share Capital" the New Ordinary Shares which shall be in
issue immediately following Admission
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"EUWA" the European Union (Withdrawal) Act 2018,
as amended
"Existing Ordinary the 65,152,876 Ordinary Shares in issue
Shares" at the date of this Announcement
"General Meeting" the general meeting of the Company proposed
to be convened for on or around 14 August
2023 (or any adjournment thereof) at which
the Resolutions are to be proposed
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000,
as amended
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 29 September 2023
"MAR" or the "Market the Market Abuse Regulation (2014/596/EU)
Abuse Regulation" as it forms part of UK domestic law pursuant
to the EUWA
"New Deferred Shares" the new deferred shares of 4 pence each
in the capital of the Company to be created
pursuant to the Share Sub-division
"New Ordinary Shares" ordinary shares of 1 pence each in the capital
of the Company, following the Share Sub-division
"Notice" the notice of General Meeting to be sent
to Shareholders proposing the Resolutions
"Ordinary Shares" ordinary shares of 5 pence each in the capital
of the Company
"Panel" the Panel on Takeovers and Mergers
"Placee" or "Placees" any person or persons subscribing for Placing
Shares pursuant to the Placing (including
TFG Asset Management UK)
"Placing" the conditional placing of the Placing Shares
by the Broker on behalf of the Company at
the Placing Price pursuant to the Placing
Agreement
"Placing Agreement" the agreement dated 27 July 2023 between
the Company and the Broker relating to the
Placing
"Placing Price" 3 pence per Placing Share
"Placing Shares" the New Ordinary Shares to be issued pursuant
to the Placing, the number of which will
be announced by the Company on completion
of the Bookbuild
"Polygon Funds" Polygon European Equity Opportunity Master
Fund and accounts managed by TFG Asset Management
UK
"Prospectus Regulation" Regulation (EU) 2017/1129 of the European
Parliament and Council of 14 June 2017 and
any relevant implementing measures in any
Member State of the European Economic Area
"Publicly Available any information announced through a Regulatory
Information" Information Service by or on behalf of the
Company on or prior to the date of this
Announcement
"Qualified Investors" (a) in respect of persons in any Member
State of the European Economic Area, persons
who are qualified investors (within the
meaning of article 2(e) of the Prospectus
Regulation; or (b) in respect of persons
in the UK, persons who are qualified investors
(within the meaning of article 2(e) of the
Prospectus Regulation as it forms part of
UK domestic law pursuant to the EUWA, as
the case may be
"Regulatory Information one of the regulatory information services
Service" authorised by the FCA to receive, process
and disseminate regulatory information
"Resolutions" the resolutions to be proposed at the General
Meeting and set out in the Notice, which
shall include the resolutions required to
effect the Share Sub-division, grant the
Directors authority to issue the Placing
Shares and to approve (on a poll vote of
independent shareholders) the Rule 9 Waiver
"Rule 9 Waiver" the conditional waiver of the Panel, subject
to the requisite shareholder approval, in
respect of the obligation of TFG Asset Management
UK (or any person acting in concert with
it) under Rule 9 of the City Code to make
a mandatory cash offer for the Ordinary
Shares not already owned by it that would
otherwise arise as a result of its participation
in the Placing
"Securities Act" the United States Securities Act of 1933,
as amended
"Share Sub-division" the proposed sub-division of each issued
Ordinary Share into 1 New Ordinary Share
and 1 New Deferred Share pursuant to the
Resolutions
"Shareholders" the holders of Ordinary Shares (as the context
requires) at the relevant time
"TFG Asset Management TFG Asset Management UK LLP (formerly Polygon
UK" Global Partners LLP), in its capacity as
discretionary investment manager, acting
on behalf of the Polygon Funds
"uncertificated" or recorded on the relevant register of Ordinary
"in uncertificated form" Shares as being held in uncertificated form
in CREST and title to which, by virtue of
the CREST Regulations, may be transferred
by means of CREST
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland
"United States" or the United States of America, its territories
"US" and possessions, any state of the United
States of America and the District of Columbia
and any other area subject to its jurisdiction
"US Person" has the meaning set out in Regulation S
of the Securities Act
"GBP", "pounds sterling", are references to the lawful currency of
"pence" or "p" the United Kingdom
APPIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPICES (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, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE,
UNLESS OTHERWISE AGREED BY THE BROKER, QUALIFIED INVESTORS; AND/OR
(B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS;
AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); (II) PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX, AND
THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL PROMOTION
AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON
THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN
INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING
DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS
ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. 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 ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. 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 OR SOLICITATION OF AN OFFER TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"),
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED
OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN
THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS
WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED
ON A DISPOSAL OF THEIR SHARES.
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 or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or
offered in compliance with the securities laws of any state,
province or territory of the United States, Australia, Canada,
Japan, New Zealand, or 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 the United States, Australia, Canada,
Japan, New Zealand, or South Africa or any other jurisdiction in
which such offer, sale, resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) 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 investors who meet the
criteria of professional clients and eligible counterparties, each
defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by the UK Product Governance
Rules (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" and/or "distributor" (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: (a) investors who meet
the criteria of professional clients and (b) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU
Target Market Assessment, distributors should note that: the price
of the New Ordinary Shares may decline and investors could lose all
or part of their investment; such securities offer no guaranteed
income and no capital protection; and an investment in such
securities is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom.
Each of the UK Target Market Assessment and the EU Target Market
Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment and the EU Target Market Assessment, the Broker will
only procure investors who meet the criteria of professional
clients and eligible counterparties each as defined under COBS or
MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market
Assessment and the EU Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as
applicable; 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.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the Broker
and the Company to be bound by these terms and conditions. A Placee
shall, without limitation, become so bound if the Broker confirms
to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and otherwise
on the terms and conditions set out in this Announcement and, to
the fullest extent permitted by law, will be deemed to have agreed
not to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for or acquire
Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Broker and the Company have entered into a Placing
Agreement, under which the Broker has, on the terms and subject to
the conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price. The Placing is not being underwritten by the Broker
or any other person.
The number of the Placing Shares will be determined following
completion of the Bookbuild. The timing of the closing of the
Bookbuild and the number and allocation of Placing Shares, are at
the discretion of the Broker, following consultation with the
Company. Allocations will be confirmed orally or by email by the
Broker following the close of the Bookbuild. A further announcement
confirming these details will then be made as soon as practicable
following completion of the Bookbuild.
The Placing Shares will, when issued, be subject to the Articles
, will be credited as fully paid and rank pari passu in all
respects with the existing New Ordinary Shares at such time,
including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
New Ordinary Shares after the date of issue of the Placing
Shares.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for
admission to trading on AIM of the Placing Shares. Subject (amongst
other things) to the passing of the Resolutions, it is expected
that settlement of any such shares and Admission will become
effective on or around 8.00 a.m. on or around 15 August 2023 and
that dealings in the Placing Shares will commence at that time.
Bookbuild
The Broker will today commence an accelerated bookbuilding
process to determine demand for participation in the Placing by
potential Placees at the Placing Price. 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 Broker and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as it may, in
its sole discretion, determine.
The principal terms of the Placing are as follows:
1. The Broker is arranging the Placing as agent for, and broker of, the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Broker.
3. The Bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Placing Price, which will be
determined by the Broker, in consultation with the Company,
following completion of the Bookbuild. The results of the Placing,
including the number of Placing Shares, will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual contact at the
Broker. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe. Bids may be scaled down
by the Broker on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the discretion of the Broker.
6. Allocations of the Placing Shares will be determined by the
Broker, following consultation with the Company. Each Placee's
allocation will be confirmed to Placees orally, or by email, by the
Broker following the close of the Bookbuild and a trade
confirmation or contract note will be dispatched as soon as
possible thereafter. Oral or emailed confirmation from the Broker
will give rise to an irrevocable, legally binding commitment by
that person (who at that point becomes a Placee), in favour of the
Broker and the Company, under which it agrees to acquire by
subscription the number of Placing Shares allocated to it at the
Placing Price and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Articles. Except with the Broker's consent, such commitment will
not be capable of variation or revocation.
7. The Company will make a further announcement following the
close of the Bookbuild detailing the results of the Placing and the
number of Placing Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, the Broker may choose
not to accept bids and/or to accept bids, either in whole or in
part, on the basis of allocations determined at its discretion
(after consultation with the Company) and may scale down any bids
for this purpose on such basis as it may determine. The Broker may
also, notwithstanding paragraphs 4 and 5 above, subject to the
prior consent of the Company, allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Announcement (including this Appendix) and
will be legally binding on the Placee on behalf of which it is made
and, except with the Broker's consent, will not be capable of
variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Broker 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.
11. 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".
12. All obligations of the Broker under the Placing will be
subject to fulfilment of the conditions referred to below
"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".
13. By participating in the Placing, 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.
14. To the fullest extent permissible by law and the applicable
rules of the FCA, neither the Broker, nor any of its affiliates,
agents, directors, officers or employees shall have any liability
to Placees (or to any other person whether acting on behalf of a
Placee or otherwise whether or not a recipient of these terms and
conditions) in respect of the Placing. In particular, neither the
Broker, nor any of its respective affiliates, agents, directors,
officers or employees shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of the
Broker's conduct of the Placing or of such alternative method of
effecting the Placing as the Broker and the Company may
determine.
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 Broker's obligations under the Placing Agreement in respect
of the Placing Shares are conditional on, inter alia:
1. the passing of the Resolutions;
2. the delivery by the Company to the Broker of certain
documents required under the Placing Agreement;
3. the Company having performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
4. the issue and allotment of the Placing Shares, conditional only upon Admission;
5. Admission occurring by no later than 8.00 a.m. (London time)
on 15 August 2023 or such other date and time as may be agreed
between the Company and the Broker, not being later than 8.00 a.m.
(London time) on 29 September 2023 (the "Long Stop Date"); and
6. the Placing Agreement not having been terminated by the
Broker in accordance with its terms.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Broker by the respective time or
date where specified (or such later time or date as the Broker may
notify to the Company, being not later than the Long Stop Date);
(ii) any of such conditions becomes incapable of being fulfilled;
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.
The Broker may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for (subject to the Long
Stop Date), 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.
Neither the Broker, the Company nor any of their respective
affiliates, agents, directors, officers or employees 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
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 the Broker.
Right to terminate the Placing Agreement
The Broker is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia:
1. if any of the warranties given in the Placing Agreement are
not true and accurate when given;
2. the Company has failed to comply with its obligations under
the Placing Agreement, or with the requirements of any applicable
laws or regulations in relation to the Placing, in the period prior
to Admission;
3. any of the conditions set out in the Placing Agreement are
not fulfilled or (if capable of waiver) waived by the Broker or
shall have become incapable of being fulfilled by the respective
time(s) and date(s) (if any) specified in the Placing
Agreement;
4. there has been any development or event which will or is
likely to have a material adverse effect on the condition
(financial, operational, legal or otherwise), prospects, solvency,
liquidity, management, results of operations, financial position,
business or general affairs of the Group taken as a whole, whether
or not foreseeable and whether or not arising in the ordinary
course of business; or
5. there has been a material adverse change in national or
international financial, political, economic, monetary or stock
market conditions (primary or secondary) or an imposition of or
compliance with any law or governmental or regulatory order, rule,
regulation, restriction or direction,
which, in the opinion of the Broker, makes it impractical or
inadvisable to proceed with the Placing or Admission.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Broker of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of the Broker and that the Broker need not make
any reference to Placees in this regard and that neither the Broker
nor any of its respective affiliates shall have any liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will they
be offered in such a way as to require the publication of a
prospectus in the United Kingdom. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the
information contained in the Announcement (including this Appendix)
and the Publicly Available Information. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has not relied on any other information (other
than as stated above), representation, warranty, or statement made
by or on behalf of the Company or the Broker or any other person
and neither the Broker, 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 and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by the
Broker, the Company or their respective officers, directors,
employees or agents. 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. Neither the Company nor the Broker are making any
undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and Settlement
Following closure of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with the Broker, stating the number of Placing Shares allocated to
it at the Placing Price, the aggregate amount owed by such Placee
(in pounds sterling) and a form of confirmation in relation to
settlement instructions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the Broker in accordance with the standing CREST
settlement instructions which they have in place with the
Broker.
Settlement of transactions in the Placing Shares (ISIN:
GB0009241885) following Admission will take place within CREST
provided that, subject to certain exceptions, the Broker reserves
the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will take place 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(s) in accordance with the arrangements set
out above at the rate of 4 percentage points above the prevailing
LIBOR rate as determined by the Broker.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Broker 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 Broker's account and benefit (as agent
for the Company), an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will,
however, remain liable and shall indemnify the Broker on demand for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each
Placee confers on the Broker such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which the Broker lawfully takes in pursuance of such sale.
Legal and/or beneficial title in and to any Placing Shares shall
not pass to the relevant Placee until it has fully complied with
its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
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
or securities transfer tax. Neither the Broker nor the Company will
be liable in any circumstances for the payment of stamp duty, stamp
duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Broker for themselves and
on behalf of the Company:
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for
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. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by the Broker of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of the Broker and the Broker need not have any reference to it and
shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against the Broker or the
Company, or any of their respective officers, directors, employees
agents or advisers, under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Broker and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares. Each Placee agrees that
neither the Company, the Broker nor any of their respective
officers, directors or employees will have any liability for any
such other information, representation or warranty, express or
implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation and Article 5(1) of the Prospectus Regulation
(as it forms part of domestic UK law pursuant to the EUWA), (i) the
Placing Shares acquired by it in the Placing have not been acquired
on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in any Member State of the European
Economic Area which has implemented the Prospectus Regulation or
the UK, respectively, other than Qualified Investors or in
circumstances in which the prior consent of the Broker has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA, or the UK respectively, other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the
Prospectus Regulation or the Prospectus Regulation (as it forms
part of domestic UK law pursuant to the EUWA) (as the case may be)
as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect
the Broker to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Broker is not acting for it or its clients, and that
the Broker will not be responsible for providing the protections
afforded to customers of the Broker or for providing advice in
respect of the transactions described herein;
7. that 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 and that it shall not be entitled to rely upon any material
regarding the Placing Shares or the Company (if any) that the
Broker or the Company or any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has provided, other than the information in
this Announcement and the Publicly Available Information; nor has
it requested any of the Broker, the Company or any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them to provide it with any
such information;
8. that it is: (i) located outside the United States and is not
a US Person as defined in Regulation S under the Securities Act
("Regulation S") and is subscribing for and/or purchasing the
Placing Shares only in "offshore transactions" as defined in and
pursuant to Regulation S, and (ii) it is not subscribing for and/or
purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are
defined in Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and accordingly
the Placing Shares may not be offered, sold, pledged, resold,
transferred, delivered or distributed into or within the United
States except in compliance with the registration requirements of
the Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom;
10. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information only;
11. that neither the Broker or the Company or any of their
respective affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Publicly Available
Information;
12. that, unless specifically agreed with the Broker, it is not
and was not acting on a non-discretionary basis for the account or
benefit of a person located within the United States or any US
Person at the time the undertaking to subscribe for and/or purchase
Placing Shares was given and it is not acquiring Placing Shares
with a view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly, of any Placing Shares into
the United States or to any US Person and it will not reoffer,
resell, pledge or otherwise transfer the Placing Shares except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and otherwise
in accordance with any applicable securities laws of any state or
jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada,
New Zealand, the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws
of Australia, Canada, New Zealand, the Republic of South Africa or
Japan and that it will not (unless an exemption under the relevant
securities laws is applicable) offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in
Australia, Canada, New Zealand, the Republic of South Africa or
Japan or to or for the benefit of any person resident in Australia,
Canada, New Zealand, the Republic of South Africa or Japan and each
Placee acknowledges that the relevant clearances or exemptions are
not being obtained from the Securities Commission of any province
or territory of Canada, that no prospectus has been or will be
lodged with, filed with or registered by the Australian Securities
and Investments Commission, the Securities Commission of New
Zealand, the Japanese Ministry of Finance or the South African
Reserve Bank and that the Placing Shares are not being offered for
sale and may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada, New
Zealand, the Republic of South Africa, Japan or any other
jurisdiction in which such offer, sale, resale or delivery would be
unlawful;
14. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
the Broker or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
17. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
18. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
the Announcement of which it forms part; and (c), if applicable, to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by the Broker;
19. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49(2)(A) to (D) (high net worth companies,
unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a
person to whom it is otherwise lawful for this Announcement to be
communicated and in the case of (a) and (b) undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
20. that, unless otherwise agreed by the Broker, it is a Qualified Investor;
21. that, unless otherwise agreed by the Broker, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
22. 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 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;
23. that any money held in an account with the Broker (or its
nominee) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from the Broker's (or its nominee's) money in accordance
with such client money rules and will be used by the Broker in the
course of its own business and each Placee will rank only as a
general creditor of the Broker;
24. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the requirements of Chapter 5 of
the Disclosure Guidance and Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
26. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for under the Placing unless and until Admission becomes
effective;
27. that it appoints irrevocably any director of the Broker as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
28. that the Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Broker nor the Company has considered its particular objectives,
financial situation and needs;
29. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Broker
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, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Broker will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Broker and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Broker for itself and on
behalf of the Company and will survive completion of the Placing
and Admission;
31. that time shall be of the essence as regards obligations pursuant to this Appendix;
32. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Broker to provide any legal, financial, tax or other
advice to it;
33. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Broker
shall notify it of such amendments;
34. that (i) it has complied with its obligations under the
Criminal Justice Act 1993 and MAR, (ii) in connection with money
laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the
Money Laundering and Terrorist Financing Regulations 2019 and (iii)
it is not a person: (a) with whom transactions are prohibited under
the Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury or the United States Department of State; (b) named on the
Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or (c) subject to financial
sanctions imposed pursuant to a regulation of the European Union or
a regulation adopted by the United Nations (together, 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 and has obtained all governmental and other consents
(if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the
Broker such evidence, if any, as to the identity or location or
legal status of any person which the Broker may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by the Broker on the basis that any
failure by it to do so may result in the number of Placing Shares
that are to be subscribed for by it or at its direction pursuant to
the Placing being reduced to such number, or to nil, as the Broker
may decide in its absolute discretion;
35. that it will not make any offer to the public within the
meaning of the Prospectus Regulation of those Placing Shares to be
subscribed for and/or purchased by it;
36. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
37. that it acknowledges that 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 the Broker in
any jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Broker;
39. that the Broker owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
40. that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
41. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Broker and their respective affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to the Broker for themselves and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Broker.
The agreement to settle a Placee's subscription and/or purchase
(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, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or the Broker 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 the Broker in the event that any of the
Company and/or the Broker have 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 the Broker
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 subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
All times and dates in this Announcement (including the
Appendices) may be subject to amendment. The Broker shall notify
the Placees and any person acting on behalf of the Placees of any
changes.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Broker or by any of its respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This 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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCUBOUROWUBUUR
(END) Dow Jones Newswires
July 28, 2023 02:00 ET (06:00 GMT)
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