Company Announcements

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN THEM, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

LEI: 21380089BTRXTD8S3R66

For immediate release

17 June 2020

Taylor Wimpey plc

Proposed placing of Ordinary Shares to raise approximately £500 million

 

Pete Redfern, Chief Executive, commented:

 

"We have built a strong and resilient business and invested in our people, processes and resources to deliver enhanced value to our stakeholders. 

 

We have taken decisive and early action to conserve cash and increase flexibility through the COVID-19 pandemic and we are now seeing a significant opportunity to invest in land at attractive prices. We are today launching an approximately £500 million equity raise from a position of strength, to enable us to take advantage of these near term opportunities. These investments will support sustainable future growth and deliver enhanced, long term value to shareholders. 

 

We have seen robust demand for our homes throughout the lockdown period and have been encouraged by the continued resilience of the housing market as we have returned to our developments. Our order book remains strong with a healthy increase in reservations in recent weeks."

 

Highlights:

·    Proposed equity Placing to raise approximately £500 million, to allow Taylor Wimpey to pursue additional near term land acquisition opportunities

·    Disruption in land market as result of COVID-19 pandemic creating short term opportunities to acquire land from a broad range of sources at attractive returns and prices below pre-COVID-19 levels

·    Over recent weeks, the Company has agreed terms and approved the acquisition of 12 sites with a broad geographic spread at an operating profit* margin above the Company's medium term target of c.21-22%, and an average return on capital employed** of c.34%

·    Terms agreed in principle on a further 13 sites and an additional pipeline of around 60 sites currently under discussion and consideration

·    Separate Subscription by Directors of the Company and separate Retail Offer being launched through PrimaryBid to enable retail shareholders and employees to participate in fundraising

·    Strong sales demand since sales centres reopened - 0.62 net private sales per outlet per week for the three weeks ending 14 June 2020

·    Intend to resume ordinary dividend payment in 2021

Overview of proposed Placing, Subscription and Retail Offer

Taylor Wimpey plc ("Taylor Wimpey", or the "Company") today announces its intention to conduct a non-pre-emptive placing of new ordinary shares of 1 pence each in the capital of the Company (the "Placing Shares") at the Placing Price (as defined below) (the "Placing"). In conjunction with the Placing, all of the Directors of the Company intend to subscribe for new ordinary shares of 1 pence each in the capital of the Company (the "Subscription Shares") at the Placing Price (the "Subscription") to contribute, in aggregate, approximately £470,000. In addition to the Placing and the Subscription, there will be an offer made by the Company on the PrimaryBid platform of new ordinary shares of 1 pence each in the capital of the Company (the "Retail Offer Shares") at the Placing Price (the "Retail Offer"), to provide employees and retail investors with an opportunity to participate. A separate announcement will be made shortly regarding the Retail Offer and its terms.

The Company expects that the combined total proceeds from the Placing, the Subscription and the Retail Offer will be approximately £500 million. The proceeds of the Placing, Subscription and Retail Offer will provide the Company with additional capacity to take full advantage of significant near term opportunities in the land market, supporting sustainable future growth and enhanced, long term shareholder returns.

The Placing will be conducted through an accelerated bookbuilding process (the "Bookbuild"), which will be launched immediately following this announcement, and is subject to the terms and conditions set out in the Appendix to this Announcement. The Subscription Shares will be subscribed for on the basis agreed with the Company, rather than pursuant to the terms and conditions of the Placing contained in the Appendix to this Announcement. The Retail Offer Shares will be subscribed for on the basis set out in the separate announcement regarding the Retail Offer released by the Company today, rather than pursuant to the terms and conditions of the Placing contained in the Appendix to this Announcement.

Operational summary

On 23 April 2020, the Company outlined plans for the phased restart of site activities. From 4 May 2020, site management teams returned to the majority of Taylor Wimpey sites in England and Wales to put in place additional health and safety and social distancing measures to enable the gradual return of subcontractors to sites and the controlled resumption of construction. On 13 May 2020, following updated UK Government guidance, the Company announced the phased reopening of sales centres and show homes in England from 22 May 2020, initially for pre-booked appointments only, and with strict social distancing measures in place.

 

During the COVID-19 pandemic and resulting lockdown, the Company has seen robust demand and continued to sell homes to new customers and progress purchases remotely each week. This has continued since the phased reopening of sales centres and show homes, and the Company's net private sales rate per outlet per week has increased to 0.62 for the three weeks ending 14 June 2020 (2019 equivalent period: 0.92). Cancellations have remained at a low level throughout the period (see Table 1 below).

 

Forward indicators remain strong and the Company's order book has increased. In the three weeks since sales centres reopened in England, there has been a 176% increase in appointments booked and a 51% increase in website visits compared to the same period last year. Sales prices have been consistent with those achieved prior to the lockdown in Q1 2020.

 

Total Group completions (including joint ventures) in the 24 weeks to 14 June 2020 were 2,531 (2019 equivalent period: 4,526), reflecting the impact of the lockdown period. The UK order book has continued to increase and as at week ending 14 June 2020 its total value stood at approximately £2,854 million (2019 equivalent period: £2,543 million). This represents 11,484 homes (2019 equivalent period: 10,623 homes), excluding legal completions to date, of which 68% are exchanged (including affordable homes). The Company is operating in 233 selling outlets (2019 equivalent period: 253) as at 14 June 2020.

Outlook

While at this stage it is too early to resume full guidance, the impact of the lockdown on build programmes will push the Company's Q4 2020 completions into 2021, leading to a meaningful reduction in 2020 volumes. Dependent on Government guidance, the Company would expect improvement in 2021 capacity however this is unlikely to fully rebound to prior levels.

 

To support the long term sustainability of the business, and as a precautionary measure given the uncertain outlook at the start of lockdown, the Company took the decision in April 2020 to utilise the Government's Coronavirus Job Retention Scheme. As of 1 June 2020, all employees have returned from furlough and accordingly the Company has stopped its use of the scheme.  Given the resilience in trading and strength of the business, the Company intends to return the taxpayer funds utilised from the Government furlough scheme. 

 

Given the balance of strong underlying demand, structural undersupply of housing and reduced industry capacity, the Company expects demand for housing to remain positive. Overall, the Company expects the market environment to support robust sales rates and for prices of new build homes to remain broadly stable over the medium term. Whilst the short term remains uncertain, the Company is well positioned with a strong balance sheet, high-quality landbank, a strong customer offer and operating flexibility.

Background to and reasons for the Placing

Market Backdrop

Over recent years, customer demand has been supported by a long term undersupply of housing, historic low interest rates, a resilient mortgage lending market and ongoing support from the UK Government. Over the same period, house price inflation has been steady and at low levels.

 

Notwithstanding the near term ongoing uncertainty for consumers caused by the COVID-19 pandemic and the exit of the UK from the European Union, which may lead to increased unemployment and lower consumer confidence, the fundamentals of the new build housing market remain strong. 

 

The tapering of the Help to Buy Equity Loan scheme from 2021 has been well flagged and has been a part of the Company's business planning. The continuing low interest rate environment, and access to and availability of finance, continue to support underlying housing demand. 

 

These fundamentals, together with ongoing constrained industry supply as the crisis continues to impact on new build volumes across the sector, are supportive of the pricing backdrop.

Land market dislocation and increased opportunities in the near term

The Board of Directors (the "Board") believes that the next 6-12 months will offer the opportunity for the Company to leverage its strong track record of returns and significantly increase its investment in land.  While the Company, with its strong fundamentals, is proving its resilience and seeing positive forward indicators, there are already signs of dislocation within the land market resulting from the pandemic. There are a significantly reduced number of potential land buyers able and willing to transact, already resulting in the availability of more opportunities at lower prices. With low interest rates and strong underlying demand, the housing market is likely to remain resilient in the medium term. Land acquisition over the next 12 months will deliver completions in 2022 and beyond, when the Company expects that the impact of the pandemic will have largely passed.

The Company put new land commitment on hold early in the lockdown period but has continued a positive dialogue throughout with land vendors and agents. The Company has seen an increased level of deals returning to market, with other parties unable to continue to complete on their previously agreed terms. Competition for land has reduced and this trend is expected to continue in the near to medium term as smaller and medium sized competitors are constrained by weaker balance sheets and reduced cash flows. Land vendors meanwhile continue to value certainty, liquidity, ability to execute, a strong track record and historic relationships. Management is also beginning to see an increased number of land acquisition opportunities from a broader range of sources, including those who may not normally have been land vendors e.g. smaller housebuilders. The strength of the Company's relationships and experience in the land market, including the ability to source land from its existing strategic land pipeline, mean that Taylor Wimpey is well placed to capitalise on these land opportunities at attractive prices.

The Company's view of the short term land opportunity is driven by confidence in the medium term and long term outlook of the housing market. Depending on the type of planning attached, and given the time taken to build, completions from new acquisitions in 2020 would be expected to impact from 2022 onwards. This growth will be achieved within the existing business footprint and without the need to open new regional offices or add significant additional resource.

Over recent weeks, the Company has agreed terms and approved the acquisition of 12 sites, with a broad geographic spread across all three Divisions (excluding Central London), at a total land cost of c.£136 million.  These sites have an average size of c. 200 plots, an operating profit* margin above the Company's medium term target of c.21-22%, and an average return on capital employed** of c.34%.

 

In addition, the Company has agreed in principle terms on, but not yet finalised and approved, a further 13 sites, also in broadly spread core market locations. This pipeline has similar returns and margins to those already approved, and totals approximately 6,500 plots.

 

At present, the number of new opportunities and the strength of the Company's negotiating position is continuing to improve each week, and there is a further pipeline of around 60 sites that are under discussion and consideration. Opportunities are arising from a mix of previously ongoing deals which have failed to complete and new opportunities including land portfolios, as land owners seek to create liquidity and certainty.

 

Management will seek to target a mix of land opportunities, both in terms of size and structure, with a focus on increasing returns, creating a balanced portfolio, improving outlet numbers and providing increased flexibility for future strategy. This is in line with the Company's strategy outlined in the full year results. Acquisitions will include smaller sites, which will enable the Company to increase outlet numbers over the medium term with strong margins and returns, and will enable the Company to acquire smaller sites at more attractive margins than previously available.

 

Reflecting the short term dislocation in the land market, the Company has already adjusted its new land buying assumptions to build in further resilience and flexibility. This includes conservative assumptions on selling rates, a view that average sales prices will remain broadly stable over the expected delivery period given the strong fundamental outlook for new build housing outlined above, and adjustments to allow for the impact of potential new environmental and build regulations. The tapering of the Help to Buy Equity Loan scheme has been included in the Company's land buying assumptions.

Rationale for the Placing and Details of the Directors' Subscription

The Board believes that it remains prudent to maintain a strong balance sheet and liquidity position in the current environment. Accordingly, it has determined that the Placing is in the best interests of shareholders to enable the Company to pursue an attractive land acquisition strategy at this time and to take advantage of opportunities that deliver highly attractive returns with greater confidence, and which would otherwise not be possible at the same scale. 

 

Each of the Directors has agreed to participate in the Subscription by acquiring such number of Subscription Shares at the Placing Price (rounded down to the nearest whole share) as is equal to the following participation amounts:

 

Director name	Title	Participation amount
Irene Dorner	Chairman	£100,000
Pete Redfern	Chief Executive	£200,000
Chris Carney	Group Finance Director	£50,000
Jennie Daly	Group Operations Director	£50,000
Robert Noel	Independent Non-Executive Director	£15,000
Gwyn Burr	Independent Non-Executive Director	£25,000
Angela Knight	Independent Non-Executive Director	£10,000
Humphrey Singer	Independent Non-Executive Director	£10,000
Kate Barker	Non-Executive Director	£11,000

Company track record

The Company has a strong track record of acquiring land at high investment margins and returns and adding value through the planning process. During 2019, the Company approved 18,500 plots (2018: 13,835 plots) at a contribution margin*** of c.28% and return on capital employed of c.36% (2018: contribution margin of c.28% and return on capital employed of c.35%). Since 2013, the Company has approved land at an average contribution margin in excess of 26% and return on capital employed of 32%. 

 

At 24 May 2020, the Company's short term landbank stood at c.78k plots (2019 equivalent period: c.78k plots). The Company's strategic land pipeline of 137k potential plots as at 24 May 2020 (2019 equivalent period: 130k) provides influence over the timing of drawdown of land options, typically at discounts to market value, meaning there are significant opportunities to contract sites at attractive prices. 56% of 2019 completions were sourced from the strategic land pipeline (2018: 58%).

 

Taylor Wimpey's high-quality landbank remains a key competitive advantage and an important driver of value as it enables the Company to build and sell the right product, create the right community and deliver the right service to customers. Over the past three years the Group has significantly strengthened its operating efficiency through investing in IT, people development and site based resource, and improving its customer service. The Company is more resilient and flexible and this, together with the opportunity to acquire additional land at compelling value to the Group, further strengthens the ability to deliver sustainable growth and enhanced returns to shareholders.

Financial position

As at 14 June 2020 the Company had cash balances of £646.2 million and gross borrowings of £639.8 million, resulting in a net cash position of £6.4 million. The Company's financial position was strengthened by the previously announced measures taken by the Company in light of the uncertainty caused by the COVID-19 pandemic, including cancelling the final 2019 dividend and planned 2020 special dividend payments, and the voluntary 30% reduction in base salary and pension of the Executive Directors and fees of the Non-Executive Directors, which remains in place.

 

The Company has total land creditor commitments of £650 million as at 24 May 2020. The Company has land cash commitments of £125.3 million which fall due before 31 December 2020 and a further £269.6 million before 31 December 2021. 

Strong track record of cash returns to shareholders

The Company has a proven track record of returns to shareholders and has paid c.£2.3 billion in excess cash to shareholders since 1 January 2012. The majority (c.70%) of the Company's returns have been through special dividends, which started in 2014. Together, with the appreciation in share price of 304% as at close of 12 June 2020, the total shareholder return was 508%.

 

The Board continues to review its shareholder distribution policy. The Company intends to resume the payment of an ordinary dividend in 2021 and will consider further distributions to shareholders thereafter.

Positive sales and build progress

Throughout the COVID-19 pandemic, the Company has been encouraged by the resilience of the market and continued demand for Taylor Wimpey homes, helped by the introduction of the new digital reservation process, strong customer communication and an industry leading sales rate.

Table 1: 2020 sales data

	First quarter	During shutdown	Post shutdown
	pre-shutdown	weeks 14-21	weeks 22-24
Average outlets open	240	231	232
Net private sales rate per outlet per week	0.97	0.30	0.62
Cancellation rate (private)	15%	29%	35%
Cancellations/week as % of private order book	0.8%	0.5%	1.2%
Order book units	10,917	11,152	11,484
Order book value £m	2,688	2,757	2,854
% of order book exchanged	69%	70%	68%

 

Since restarting build operations on sites in England and Wales on 4 May 2020, in line with its phased re-opening plan, the Company has gradually increased build capacity and expects to be operating at approximately 80% of previous capacity by the end of June 2020.

 

This has been achieved in compliance with 'COVID-19 Secure' principles and driven by the Taylor Wimpey COVID-19 Code of Conduct. The Company will continue to follow these principles throughout 2020.

 

As the Company and its subcontractors gain experience with the revised build protocols, the cost impact of these measures is likely to be limited to 2020. In the event of a slower market and ongoing reduced construction activity the Company believes that there are cost saving opportunities.

 

The Company welcomed the Scottish Government's announcement on 11 June 2020 allowing the construction sector to move to Phase 2 of the industry restart plan, which signals the soft start of construction.  Since 29 May 2020, the Company's site management teams have been preparing sites for a new method of operating, implementing strict social distancing protocols. Taylor Wimpey sales offices and show homes in Scotland will remain closed until the reopening of these are supported by the Scottish Government and the Company continues to provide service to customers and sell remotely and digitally.

 

Throughout the COVID-19 pandemic, the Company has remained in constant dialogue with subcontractors and suppliers. The Company's subcontractor scheme, "Pay it Forward", was established to help financially vulnerable individuals working for subcontractors and has helped the Company to quickly mobilise its supply chain since reopening sites.

 

Details of the Placing

Citigroup Global Markets Limited ("Citi") and Credit Suisse Securities (Europe) Limited ("CSSEL") are acting as joint global co-ordinators and joint bookrunners (the "Joint Global Co-ordinators"), in connection with the Placing. Credit Suisse International ("CSI" and "CSSEL" together "Credit Suisse", and together with Citi, the "Banks") is also providing certain sponsor services to the Company in connection with any actual or potential related party transactions relating to the Placing.

The Placing is subject to the terms and conditions set out in Appendix 1 to this Announcement.

The Joint Global Co-ordinators will commence the Bookbuild immediately following the release of this Announcement in respect of the Placing. The price at which the Placing Shares are to be placed (the "Placing Price") will be determined at the close of the Bookbuild by agreement between the Company and the Banks.

The book will open with immediate effect following this Announcement. The timing of the closing of the book, pricing and allocations are at the absolute discretion of the Joint Global Co-ordinators and the Company. Details of the Placing Price and the final number of Placing Shares, Subscription Shares and Retail Offer Shares to be allotted and issued will be announced as soon as practicable after the close of the Bookbuild. The Subscription and the Retail Offer will be at the same price as the Placing Price.

The Placing Shares, Subscription Shares and Retail Offer Shares, when issued, will be fully paid and will rank, pari passu, in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Applications will be made (i) to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares, Subscription Shares and Retail Offer Shares to the premium listing segment of the Official List of the FCA (the "Official List"); and (ii) to London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares, Subscription Shares and Retail Offer Shares to trading on its main market for listed securities (together, "Admission").  

Settlement for, and Admission of, the Placing Shares, Subscription Shares and Retail Offer Shares is expected to take place on or before 8.00 a.m. on 22 June 2020. The Placing is conditional upon, among other things, Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company and the Banks (the "Placing Agreement") not being terminated in accordance with its terms. 

The Board acknowledges that the Placing is being carried out on a non-pre-emptive basis and has consulted with the Company's major institutional shareholders ahead of the release of this Announcement. The Placing structure has been chosen as it minimises cost, time to completion and use of management time. The consultation has confirmed the Board's view that the Placing (together with the Subscription and the Retail Offer) are in the best interests of shareholders, as well as wider stakeholders in the Company and will promote the success of the Company.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section of this Announcement. Appendix 1 to this Announcement sets out further information relating to the terms and conditions of the Placing. Unless otherwise stated, capitalised terms in this Announcement have the meanings ascribed to them in Appendix 2 (which forms part of this Announcement).  Investors who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix 1.

The person responsible for releasing this announcement is Alice Marsden - Group General Counsel and Company Secretary.

 

 

 

Definitions

* Operating profit is defined as profit on ordinary activities before net finance costs, exceptional items and tax, after share of results of joint ventures.

**Return on capital employed (ROCE) is defined as 12-month rolling operating profit divided by average capital employed calculated on a monthly basis over the period.

***Contribution margin is defined as revenue less build costs, less land costs and less direct selling expenses, but before the benefit of supplier rebates, the utilisation of impairment provisions, and the discounting of deferred land commitments.

 

For further information, please contact:

 

Taylor Wimpey Pete Redfern, Chief Executive Chris Carney, Group Finance Director Alice Marsden, Group General Counsel and Company Secretary Debbie Archibald, Investor Relations		Tel: +44 (0) 7826 874461
Citigroup Global Markets Limited (Joint Global Coordinator, Joint Bookrunner, Joint Corporate Broker) Andrew Truscott Robert Redshaw Patrick Evans		Tel: +44 (0) 20 7986 4000
Credit Suisse Securities (Europe) Limited (Joint Global Coordinator, Joint Bookrunner, Joint Corporate Broker) Antonia Rowan James Green Omri Lumbroso		Tel: +44 (0) 20 7888 8888
Finsbury Faeth Birch Anjali Unnikrishnan		Tel: +44 (0) 20 7251 3801

 

Taylor Wimpey plc is a customer-focused residential developer, operating at a local level from 24 regional businesses across the UK, with further operations in Spain.

 

IMPORTANT NOTICES

Taylor Wimpey plc is a public limited company incorporated under the laws of England, having its registered office at Gate House, Turnpike Road, High Wycombe, Buckinghamshire, United Kingdom, HP12 3NR.

No action has been taken by the Company, Citi, CSI or CSSEL or any of their respective Affiliates, or any person acting on its or their behalf that would permit an offer of the Placing Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document has been or 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 (EU) 2017/1129 (the "Prospectus Regulation") to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This Announcement is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States of America, its territories and possessions, any state of the United States or the District of Columbia (collectively, the "United States"), Australia, Canada, the Republic of South Africa, Japan or Jersey or any other jurisdiction in which such publication, release or distribution would be unlawful. Further, this Announcement is for information purposes only and is not an offer of securities in any jurisdiction. This Announcement has not been approved by the London Stock Exchange, nor is it intended that it will be so approved.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or Jersey or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any State or other jurisdiction of the United States, and may not be offered, sold, resold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction of the United States.  The Placing Shares are being offered and sold by the Company only (a) outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act ("Regulation S"), and (b) in the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") in transactions exempt  from, or  not subject to, the registration requirements of the Securities Act. All potential Placees (as defined below) and all prospective beneficial owners of the Placing Shares must, now, and at the time the Placing Shares are subscribed for, be (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (ii) (a) a QIB and (b) subscribing for the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. There is no public offering of the Placing Shares in the United States. The Subscription Shares and the Retail Offer Shares are being offered and sold by the Company only outside the United States in offshore transactions as defined in, and pursuant to, Regulation S.

This Announcement is for information purposes only and is directed only at persons whose ordinary activities involve them acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) if in a member state of the European Economic Area (the "EEA"), qualified investors within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); or (b) if in the United Kingdom, Qualified Investors who are (i) persons who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii) and (iii) above together being referred to as "Relevant Persons"). Any investment or investment activity to which this Announcement relates is available in the UK or a member state of the EEA only to Relevant Persons and will be engaged in only with Relevant Persons. This Announcement must not be acted on or relied on by persons in the UK or a member state of the EEA who are not Relevant Persons.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus, offering memorandum, offering document or admission document has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for 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, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa, Japan or Jersey. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa, Japan or Jersey or any other jurisdiction in which such activities would be unlawful.

By participating in the Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing (each a "Placee") by making an oral or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in Appendix 1 to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix 1 to this Announcement.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the macroeconomic and other impacts of COVID-19, economic and business cycles, geopolitical developments, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, the Banks, their respective Affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the listing rules made by the FCA under the Financial Services and Markets Act 2000 (as amended) ("FSMA") (the "Listing Rules"), the Market Abuse Regulation (EU) No.596/2014 ("Market Abuse Regulation" or "MAR"), the Disclosure Guidance and Transparency Rules made by the FCA under FSMA (the "DTRs"); the rules of the London Stock Exchange or the FCA.

Each Bank is authorised by the Prudential Regulatory Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. Each Bank is acting exclusively for the Company and no one else in connection with the Placing, the contents of this Announcement and other matters described in this Announcement. The Banks will not regard any other person as their respective clients in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.

The Joint Global Coordinators are acting as joint global coordinators and joint bookrunners in connection with the Placing and CSI is acting as sponsor in connection with any actual or potential related party transactions with respect to the Placing. The Banks have today entered the Placing Agreement under which, subject to the conditions set out therein, each of the Joint Global Coordinators, as agent for and on behalf of the Company, will agree to use its respective reasonable endeavours to procure Placees for the Placing Shares at the Placing Price, and, subject to agreement with the Company as to the number of Placing Shares to be placed with the Placees and the Placing Price, to the extent that Placees fail to pay for all of the Placing Shares, to acquire those Placing Shares for which the Company has not received payment at the agreed price. The Banks are not acting for the Company with respect to the Retail Offer or the Subscription and will have no responsibilities, duties or liabilities, whether direct or indirect, whether arising in tort, contract or otherwise in connection with the Retail Offer or the Subscription or to any person in connection with the Retail Offer or the Subscription.

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

Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

In connection with the Placing, each of the Banks and any of their respective Affiliates or any person acting on its or their behalf, may take up a portion of the shares of the Company in the Placing in a principal position and in that capacity may retain, purchase or sell for its own account such shares and other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Banks or any of their respective Affiliates or any person acting on its or their behalf acting in such capacity. In addition, any of the Banks and any of their respective Affiliates or any person acting on its or their behalf may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which any of the Banks or any of their respective Affiliates or any person acting on its or their behalf may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Furthermore, in the event that the Banks acquire Placing Shares in the Placing, they may coordinate disposals of such shares in accordance with applicable law and regulation. Neither the Banks nor any of their respective Affiliates nor any person acting on its or their behalf intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Each of the Banks and their respective Affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its Affiliates for which they would have received customary fees and commissions. Each of the Banks and their respective Affiliates may provide such services to the Company and/or its Affiliates in the future.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (B) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

If you are in any doubt about the contents of this Announcement you should consult your stockbroker, bank manager, solicitor, accountant or other financial or professional adviser.

The Company has taken all reasonable care to ensure that the facts stated in this Announcement are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the Announcement, whether of facts or of opinion. The Company accepts responsibility accordingly.

It should be remembered that the price of securities and the income from them can go down as well as up.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.

 

Appendix 1

Terms and Conditions of the Placing for invited placees only

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EEA, QUALIFIED INVESTORS; OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE ORDER, OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY IN MEMBER STATES OF THE EEA AND THE UK TO RELEVANT PERSONS AND WILL BE ENGAGED IN MEMBER STATES OF THE EEA AND THE UK ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN A MEMBER STATE OF THE EEA OR THE UK WHO ARE NOT RELEVANT PERSONS. 

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, the Republic of South Africa, Japan or Jersey or in any jurisdiction in which such publication or distribution is unlawful (each a "Restricted Territory"). The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Banks nor any of its or their respective Affiliates nor any person acting on its or their behalf which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY SUCH ACTION. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE BANKS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.

The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws, 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, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an available 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 are being offered and sold by the Company only (a) outside the United States in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act ("Regulation S") and (b) in the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") in transactions not involving any "public offering" pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the Placing Shares referred to in this Announcement is being made in the United Kingdom, the United States, any other Restricted Territory (as defined below) or elsewhere.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of FSMA does not apply.

The Placing has not been approved and will not be approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

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 Banks or any of their respective Affiliates or any person acting on its or their behalf 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 party or its advisers, and any liability therefore is expressly disclaimed.

The Banks are acting exclusively for the Company and no-one else in connection with the Placing and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

None of the Company, the Banks nor any of its or their respective Affiliates nor any person acting on its or their behalf makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.

By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given will (i) be deemed to have read and understood this Announcement, in its entirety; and (ii) be making such offer on the terms and conditions contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings set out herein.

In particular each such Placee represents, warrants and acknowledges that:

(a)  if it is in the UK or a member state of the EEA, 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 acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and, it and any such account is, and at the time the Placing Shares are acquired will be, (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (ii) (a) a QIB that has executed and delivered, or will, prior to the time any  Placing Shares are acquired, execute and deliver, a representation letter in the form provided by the Joint Global Coordinators (the "US Investor Letter"), and (b) subscribing for the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act, acknowledging that the Placing Shares have not been, and will not be, registered under the Securities Act or with any State or other jurisdiction of the United States; if acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account; and

(c)  if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, that it understands the resale and transfer restrictions set out in this Appendix and that 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 in a member state of the EEA or the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of the Joint Global Coordinators has been given to each such proposed offer or resale.

The Company and the Banks will rely on the truth and accuracy of the foregoing representations, warranties and acknowledgements.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Defined terms used in this Appendix are set out in Appendix 2.

Bookbuild

Following this Announcement, the Joint Global Coordinators will commence the Bookbuild to determine demand for participation in the Placing by Placees and the Placing Price. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

Details of the Placing Agreement and of the Placing Shares

The Joint Global Coordinators are acting as joint global coordinators and joint bookrunners in connection with the Placing. The Banks have today entered the Placing Agreement with the Company under which, subject to the conditions set out therein, each of the Joint Global Coordinators, as agent for and on behalf of the Company, has agreed to use its respective reasonable endeavours to procure Placees for the Placing Shares at the Placing Price and, subject to agreement with the Company as to the number of Placing Shares to be placed with the Placees and the Placing Price, to the extent that Placees fail to pay for all of the Placing Shares, to acquire those Placing Shares for which the Company has not received payment at the agreed price. CSI has agreed to act as the Company's sponsor in connection with any actual or potential related party transactions with respect to the Placing subject to the terms and conditions of the Placing Agreement.

The price per Ordinary Share at which the Placing Shares are to be placed is the Placing Price and the final number of Placing Shares will be decided at the close of the Bookbuild following the execution of an agreement between the Company and the Banks recording the final details of the Placing (the "Pricing Agreement"). The timing of the closing of the book, pricing and allocations are at the discretion of the Company and the Banks. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will rank, pari passu, in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue. The Placing Shares will be issued free of any encumbrances, liens or other security interests.

The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. Citi will subscribe for ordinary shares and redeemable preference shares in JerseyCo, a wholly owned subsidiary of the Company, for an amount approximately equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer of the ordinary shares and redeemable preference shares in JerseyCo that will be issued to Citi.

Application for admission to trading

The Company will apply (i) to the FCA for admission of the Placing Shares to the premium listing segment of the Official List and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities. It is expected that Admission will become effective at 8.00 a.m. on 22 June 2020 (or such later date as may be agreed between the Company and the Banks).

Participation in, and principal terms of, the Placing

1.   The Joint Global Coordinators are acting as joint global coordinators and joint bookrunners on the Placing severally, and not jointly, nor jointly and severally, as agents of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by either of the Joint Global Coordinators. Each of the Banks, their respective Affiliates and any person acting on its or their behalf are entitled to enter bids as principal in the Bookbuild.

2.   The Bookbuild, if successful, will establish the Placing Price payable to the Joint Global Coordinators by all Placees whose bids are successful. The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Banks and the Company following completion of the Bookbuild. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

3.   To participate in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at one of the Joint Global Coordinators. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire either at the Placing Price which is ultimately established by the Company and the Joint Global Coordinators or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Global Coordinators on the basis referred to in paragraph 6 below. Each of the Joint Global Coordinators reserves the right not to accept bids or to accept bids in part rather than in whole.

4.   The Bookbuild is expected to close no later than 6.00 a.m. (London time) on 18 June 2020 but may be closed earlier or later, at the discretion of the Joint Global Coordinators and the Company. The Joint Global Coordinators may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

5.   Each Placee's allocation will be agreed between the Joint Global Coordinators and the Company and will be confirmed to Placees orally or in writing by the relevant Joint Global Coordinator, acting as agent of the Company, following the close of the Bookbuild, and a contract note will be dispatched as soon as possible thereafter. Subject to paragraph 8 below, the relevant Joint Global Coordinator's oral or written 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 Global Coordinator and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the relevant Placing Price for each such Placing Share on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.

6.   The Joint Global Coordinators will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares and may scale down any bids for this purpose on such basis as it may determine. The Joint Global Coordinators may also, notwithstanding paragraphs 3 and 4 above and subject to the prior written consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Joint Global Coordinators, subject to agreement with the Company. If within a reasonable time after a request for verification of identity, the Joint Global Coordinators have not received such satisfactory evidence, the Joint Global Coordinators may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Joint Global Coordinators will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited.

7.   The Placing Shares are being offered and sold by the Company only (a) outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act; and (b) in the United States only to persons reasonably believed to be QIBs in transactions not involving any "public offering" pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. All potential placees and all prospective beneficial owners of the Placing Shares must, now, and at the time the Placing Shares are acquired, be, either: (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act; or (ii) (a) a QIB that has executed and delivered, or will, prior to the time any Placing Shares are acquired, execute and deliver, a US Investor Letter, and (b) subscribing for the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act, and all such potential Placees and prospective beneficial owners acknowledge that the Placing Shares have not been, and will not be, registered under the Securities Act or with any State or other jurisdiction of the United States. With respect to (ii) above, each such potential Placee and prospective beneficial owner represents and warrants that it is subscribing for the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB, for investment purposes only and not with a view to any distribution or for resale in connection with the distribution thereof in whole or in part, in the United States, and it has full power to make the representations, warranties, indemnities, acknowledgements, undertakings and agreements herein on behalf of each such account.

 

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 Global Coordinator'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 Global Coordinator, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire. Each Placee's obligations will be owed to the relevant Joint Global Coordinator. The Company shall allot such Placing Shares to each Placee following each Placee's payment to the relevant Joint Global Coordinator of such amount.

9.   Except as required by law or regulation, no press release or other announcement will be made by either of the Joint Global Coordinators 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(s) pursuant to the Placing is/are 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 "Termination of 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 Global Coordinator.

13. To the fullest extent permissible by law, none of the Banks, nor any of their respective Affiliates, nor any person acting on its or their behalf shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Banks, nor any of their respective Affiliates, nor any person acting on its or their behalf shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Global Coordinators' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Global Coordinators and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Banks' obligations under the Placing Agreement are conditional on certain conditions, including:

1.   the Pricing Agreement having been executed by the Company and the Banks;

2.   the release by the Company of the announcement confirming the results of the Placing on a Regulatory Information Service immediately following the execution of the Pricing Agreement;

3.   the Company having allotted the Placing Shares to the Placees, subject only to Admission and the Placing Agreement not having been terminated prior to Admission;

4.   the delivery to the Banks of customary documentation in connection with the Placing;

5.   none of the warranties on the part of the Company in the Placing Agreement being untrue, inaccurate or misleading (i) as at the date of the Placing Agreement; (ii) as at the time the Pricing Agreement is executed; and (iii) immediately prior to Admission, in each case by reference to the facts and circumstances then subsisting;

6.   the Company having performed all of its obligations under the Placing Agreement to be performed prior to Admission and not being in breach of the Placing Agreement;

7.   there not having occurred a material adverse change in relation to the Group at any time prior to Admission; and

 

8.   Admission of the Placing Shares occurring at or before 8:00 a.m. (London time) on 22 June 2020, or such later time and/or date (being not later than 3.00 p.m. on 29 June 2020) as the Company and the Banks may agree in writing.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Banks by the relevant time or date specified (or such later time or date as the Company and the Banks 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 Banks may, at their discretion and upon such terms as they think fit, extend the time for the satisfaction of any condition 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 (other than those conditions described in points 1 to 3 (inclusive) and 8 above, which may not be waived). Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Banks, their respective Affiliates nor any person acting on its or their behalf shall have any liability or responsibility 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 Banks.

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

Termination of the Placing Agreement

The Banks are entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if: (i) there has been a breach by the Company of any of the warranties or any failure by the Company to perform any of its obligations contained in the Placing Agreement; (ii) there has been a material adverse change in relation to the Company or the Group; (iii) the application for Admission is withdrawn or refused by the FCA or the London Stock Exchange; or (iv) upon the occurrence of certain force majeure events.

If circumstances arise that would allow the Banks to terminate the Placing Agreement, they may nevertheless determine to allow Admission to proceed.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under 'Conditions of the Placing' above and will not be capable of rescission or termination by it after oral or written confirmation by the Banks following the close of the Bookbuild.

By participating in the Placing, Placees agree that the exercise or non-exercise by the Banks of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Banks or for agreement between the Company and the Banks (as the case may be) and that neither the Company nor the Banks need make any reference to, or consultation with, Placees and that neither they nor any of their respective Affiliates nor any person acting on its or their behalf shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise.

No prospectus

No offering document, prospectus, offering memorandum or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Placing, and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement, and any Exchange Information (as defined below) previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to the Banks and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or any of the Banks or their respective Affiliates or any person acting on its or their behalf. None of the Company, the Banks, any of their respective Affiliates or any person acting on its or their behalf 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 (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, 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.

Restriction on further issue of securities

The Company has undertaken to the Banks that, between the date of the Placing Agreement and 180 calendar days after (but including) the date of Admission, it will not, without the prior written consent of the Banks, directly or indirectly issue or allot Ordinary Shares, subject to customary exceptions and waiver by the Banks.

By participating in the Placing, Placees agree that the exercise by the Banks of any power to grant consent to waive the aforementioned undertaking by the Company shall be within the absolute discretion of the Banks and that they need not make any reference to, or consultation with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB0008782301) following Admission will take place within CREST, using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the Joint Global Coordinators and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Global Coordinator and settlement instructions. Placees should settle against CREST ID: 9SMAY, MEMBER ID: CGML. It is expected that such contract note will be despatched on or around 18 June 2020 and that this will also be the trade date.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Joint Global Coordinator. In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Global Coordinators may agree that the Placing Shares should be issued in certificated form. The Joint Global Coordinators reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

The Company will deliver the Placing Shares to a CREST account operated by Citi as agent for the Company and Citi will enter its delivery (DEL) instruction into the CREST system. Citi will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 22 June 2020 on a T+2 basis in accordance with the instructions given to the Joint Global Coordinators.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Global Coordinators.

Each Placee agrees that, if it does not comply with these obligations, the Joint Global Coordinators 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 Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines 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 Joint Global Coordinators all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Joint Global Coordinators lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject to as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither the Banks nor the Company shall be responsible for the payment thereof.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any such prospective Placee) with the Joint Global Coordinators (in their capacity as joint global coordinators and joint bookrunners, as placing agents of the Company in respect of the Placing), CSI (in its capacity as sponsor in connection with any actual or potential related party transactions with respect to the Placing and Admission) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:

1.   it has read and understood this Announcement, in its entirety and that its subscription for and purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;

2.   that no offering document, prospectus, offering memorandum or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Regulation and it has not received and will not receive an offering document, prospectus, offering memorandum, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

3.   that the Ordinary Shares are listed on the Official List of the FCA and are admitted to trading on the main market of the London Stock Exchange and that the Company is therefore required to publish certain business and financial information in accordance with MAR and the rules and practices of the London Stock Exchange and/or the FCA (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information;

4.   that none of the Banks, nor the Company nor any of their respective Affiliates nor any person acting on its or their behalf has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Bookbuild, the Placing or the Company or any other person other than this Announcement, such information being all that it deems necessary to make any investment decision in respect of the Placing Shares, nor has it requested any of the Banks, the Company, nor any of their respective Affiliates nor any person acting on its or their behalf to provide it with any such material or information;

5.   unless otherwise specifically agreed with the Joint Global Coordinators, that they are 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 a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares;

6.   that the content of this Announcement is exclusively the responsibility of the Company and that none of the Banks nor any of their respective Affiliates nor any person acting on its or their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or otherwise;

7.   that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, that it received and reviewed all information that it believes is necessary or appropriate 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 investigations, representations, warranties or statements made by the Banks or the Company and none of the Banks, the Company nor any of their respective Affiliates nor any person acting on its or their behalf will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied solely on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing and that none of the Banks nor any of their Affiliates nor any person acting on its or their behalf have made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them expressly disclaims any liability in respect thereof;

8.   that it has not relied on any information relating to the Company contained in any research reports prepared by any of the Banks or their respective Affiliates or any person acting on its or their behalf and understands that (i) none of the Banks nor any of their respective Affiliates nor any person acting on its or their behalf has or shall have any liability for publicly available information or any representation; (ii) none of the Banks nor any of their respective Affiliates nor any person acting on its or their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) none of the Banks nor any of their respective Affiliates nor any person acting on its or their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

9.   that the allocation, allotment, issue and delivery 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 it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and 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;

10. it acknowledges that no action has been or will be taken by the Company, the Banks, their respective Affiliates or any person acting on its or their behalf that would, or is intended to, permit a public offer of the Placing Shares in any Restricted Territory;

11. that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it 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 and that it has not taken any action or omitted to take any action which will or may result in the Banks, the Company or any of their respective Affiliates or any person acting on its or their behalf acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

12. that it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

13. that it has complied with its obligations under the Criminal Justice Act 1993, the EU Market Abuse Regulation and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA 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, 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;

14. that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Banks and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

15. 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 investment purposes only;

16. it understands that any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons;

17. that it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing (including electronic copies thereof) in or into the United States or any other Restricted Territory to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

18. where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

19. that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

20. if it is acting as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, that the Placing Shares acquired for by it in the Placing will not be acquired for on a non-discretionary basis on behalf of, nor will they be acquired for with a view to their offer or resale to, persons in a member state of the EEA or the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Joint Global Coordinators has been given to the proposed offer or resale;

21. that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to Relevant Persons 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 FSMA;

22. that any offer of Placing Shares may only be directed at persons in member states of the EEA and the United Kingdom who are Relevant Persons and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in member states of the EEA or the United Kingdom prior to Admission except to Relevant Persons or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA or the United Kingdom within the meaning of the Prospectus Regulation;

23. 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 and agrees that this Announcement has not been approved by any of the Banks in their respective capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

24. that it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA in the UK) with respect to anything done by it in relation to the Placing Shares;

25. if it has received any inside information (as defined under MAR) about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the MAR, prior to the information being made publicly available;

26. that (i) it (and any person acting on its behalf) has the funds available to pay for, and has capacity and authority and is otherwise entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Banks or any of their respective Affiliates or any person acting on its or their behalf being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing; and (iv) that the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

27. that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Joint Global Coordinators may in their absolute discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest, fines or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;

28. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that the Joint Global Coordinators or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

29. that none of the Banks nor any of their respective Affiliates nor any person acting on its or their behalf, is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Banks and that the Banks do not have any duties or responsibilities to it for providing the protections afforded to their respective 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 the Banks' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

30. 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 the Company, the Banks nor any of their respective Affiliates nor any person acting on its or their behalf will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify each of the Company, the Banks, their respective Affiliates and any person acting on its or their behalf in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of Citi who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

31. that these Terms and Conditions and any agreements entered into by it pursuant to these Terms and Conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it subjects (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 Banks or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

32. that each of the Banks, the Company, their respective Affiliates and any person acting on its or their behalf will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each of the Banks on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of the Banks and the Company 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;

33. that it will indemnify on an after-tax basis and hold each of the Banks, the Company and their respective Affiliates and any person acting on its or their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

34. it acknowledges that it irrevocably appoints any director or authorised signatories of the Joint Global Coordinators as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

35. that it acknowledges that its commitment to acquire Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Global Coordinators' conduct of the Placing;

36. that in making any decision to acquire the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares, (ii) it 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 participating in, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Banks, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares, (v) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk and (vi) it will not look to the Banks, any of their respective Affiliates or any person acting on its or their behalf for all or part of any such loss or losses it or they may suffer;

37. it acknowledges and agrees that neither the Company, the Banks nor any of their respective Affiliates nor any person acting on its or their behalf, owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

38. it understands and agrees that it may not rely on any investigation that any of the Banks or their respective Affiliates or any person acting on its or their behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing and each of the Banks has not made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the subscription for or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to acquire the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, any of the Banks or their respective Affiliates or any person acting on its or their behalf for the purposes of this Placing;

39. it acknowledges and agrees that it will not hold any of the Banks and/or any of their respective Affiliates or any person acting on its or their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group and that no such person makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such information;

40. it acknowledges and agrees that none of the Banks nor their Affiliates are acting for the Company with respect to the Retail Offer or the Subscription and will have no responsibilities, duties or liabilities, whether direct or indirect, whether arising in tort, contract or otherwise in connection with the Retail Offer or the Subscription or to any person in connection with the Retail Offer or the Subscription;

41. that in connection with the Placing, each of the Banks and any of their respective Affiliates and any person acting on its or their behalf may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase or sell for its own account such shares in the Company and any other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Banks or any of their respective Affiliates or any person acting on its or their behalf, in each case, acting in such capacity. In addition, any of the Banks and any of their respective Affiliates and any person acting on its or their behalf may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which such person(s) may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. None of the Banks nor any of their respective Affiliates nor any person acting on its or their behalf intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

42. that a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Joint Global Coordinator(s). The Bank(s) reserve(s) the right to take up a portion of the securities in the Placing as a principal position at any stage at their sole discretion and will, inter alia, take account of the Company's objectives, MiFID II requirements and/or their allocation policies;

43. it acknowledges that the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus, offering memorandum, offering document or admission document be prepared in respect of any of the Placing Shares under the securities laws of the United States, or any State or other jurisdiction of the United States, or any other Restricted Territory, nor approved, disapproved or recommended by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. The Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus, offering memorandum, offering document or admission document be cleared or approved in respect of the Placing Shares under the securities laws of Australia, Canada, South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, South Africa or Japan or in any country or jurisdiction where any action for that purpose is required;

44. it understands and acknowledges that the Placing Shares are being offered and sold by the Company (a) outside the United States in offshore transactions as defined in, and pursuant to, Regulation S; and (b) in the United States only to persons reasonably believed to be QIBs in transactions not involving any "public offering" pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

45. it represents and warrants that it, and all prospective beneficial owners of the Placing Shares for the accounts for which it is acting is, and at the time the Placing Shares are acquired will be, either: (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and pursuant to, Regulation S; or (ii) (a) a QIB that has executed and delivered, or will, prior to the time such Placing Shares are acquired, execute or deliver, and agrees to be bound to the terms of, the US Investor Letter, and (b) subscribing for the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act, acknowledging that the Placing Shares have not been, and will not be, registered under the Securities Act or with any State or other jurisdiction of the United States. With respect to sub-clause (ii) above, each such potential Placee represents and warrants that it is subscribing for the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB, for investment purposes only and not with a view to any distribution or for resale in connection with the distribution thereof, and it has full power to make the representations, warranties, indemnities, acknowledgements, agreements and undertakings herein on behalf of each such account;

46. it understands and acknowledges that the Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and for so long as the Placing Shares are "restricted securities", it undertakes, warrants and agrees that it will not deposit such shares in any unrestricted depositary facility established or maintained by any depositary bank and it agrees to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

47. it undertakes, warrants and agrees that the Placing Shares may not be directly or indirectly reoffered, resold, pledged or otherwise transferred by it except: (a) outside the United States in "offshore transactions" pursuant to Rule 903 or Rule 904 of Regulation S; (b) in the United States to a person that it and any person acting on its behalf reasonably believes is a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A  under the Securities Act and who is purchasing for its own account or for the account of another person who is a QIB pursuant to Rule 144A (it being understood that all offers or solicitations in connection with such a transfer are limited to QIBs and do not involve any means of general solicitation or general advertising); (c) pursuant to Rule 144 under the Securities Act (if available, as to which no representation is made); or (d) pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in compliance with all applicable laws,; and that in the case of sub-clause (d), it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

48. it acknowledges and agrees that it is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) or directed selling efforts (as defined in Regulation S); and

49. that, if the Placing Shares were offered to it in the United States, it has consulted its own independent advisors or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally and the U.S. Employee Retirement Income Security Act of 1974, as amended, the U.S. Investment Company Act of 1940, as amended, and the Securities Act.

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as each of the Banks (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on its or their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that neither the Company nor the Banks owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or these Terms and Conditions.

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK 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. Neither the Company nor its Affiliates nor any person acting on its behalf will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances. Neither the Company, the Banks nor their respective Affiliates nor any person acting on their behalf will be responsible for any UK stamp duty or UK stamp duty reserve tax payable by Placees.

Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither the Banks, the Company, nor their respective Affiliates nor any person acting on its or their behalf will be liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, or documentary duties or taxes) ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) otherwise than under the laws of the United Kingdom. Each 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 transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold the Banks and/or the Company (as the case may be) and their respective Affiliates and any person acting on its or their behalf harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.

Miscellaneous

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that any of the Banks or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that the Banks are receiving a fee in connection with their role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with either of the Joint Global Coordinators, any money held in an account with either of the Joint Global Coordinators 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; as a consequence, this money will not be segregated from the relevant Joint Global Coordinator's money in accordance with the client money rules and will be used by each of the Joint Global Coordinators in the course of its own business; and the Placee will rank only as a general creditor of the relevant Joint Global Coordinator.

All times and dates in this Announcement may be subject to amendment by the Banks and the Company (in their absolute discretion). The Banks shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of the Banks and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Time is of the essence as regards each Placee's obligations under this Appendix.

Any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Joint Global Coordinators.

This Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part will be governed by and construed in accordance with English law. All agreements to subscribe for shares pursuant to the Bookbuild and/or the Placing will be governed by English law and the English courts shall have exclusive jurisdiction in relation thereto except that proceedings may be taken by the Company or the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

Each Placee may be asked to disclose in writing or orally to the Banks:

1.   if he or she is an individual, his or her nationality; or

2.   if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

 

 

Appendix 2

 

Definitions

 

 

The following definitions apply throughout this Announcement unless the context otherwise requires:

 

"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence" are to the lawful currency of the UK.

"$", "US$" or "dollars" are to the lawful currency of the United States of America;

"Admission" means admission of the Placing Shares, Subscription Shares and Retail Offer Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities;

 

"Affiliate" of any person means any other person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person and specifically includes subsidiaries, branches, associated companies and holding companies and the subsidiaries of such holding companies, branches, associated companies and subsidiaries; and for these purposes "controlling person" means any person who controls any other person; "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management, policies or activities of a person whether through the ownership of securities, by contract or agency or otherwise; and the term "person" is deemed to include a partnership, and this definition also includes the respective directors, officers, employees, agents or advisers of all such persons;

 

"Announcement" means this announcement and its appendices;

 

"Banks" means Citi, CSI and CSSEL;

 

"Bookbuild" means the bookbuilding process to be commenced by the Joint Global Coordinators to use reasonable endeavours to procure placees for the Placing Shares and set the Placing Price, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement;

 

"Citi" means Citigroup Global Markets Limited;

 

"Company" means Taylor Wimpey plc;

 

"CREST" means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form;

 

"CSI" means Credit Suisse International;

 

"Credit Suisse" means CSSEL and CSI;

 

"CSSEL" means Credit Suisse Securities (Europe) Limited;

 

"DTRs" means the Disclosure Guidance and Transparency Rules made by the FCA under FSMA;

 

"EEA" means the European Economic Area;

 

"Euroclear" means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales;

 

"Exchange Information" means certain business and financial information that the Company is required to publish in accordance with MAR and the rules and practices of the London Stock Exchange and/or the FCA;

 

"FCA" means the UK Financial Conduct Authority;

 

"FSMA" means the Financial Services and Markets Act 2000 (as amended);

 

"Group" means the Company and its subsidiary undertakings;

 

"JerseyCo" means Project Canterbury Funding Limited;

 

"Joint Global Coordinators" means Citi and CSSEL;

 

"Listing Rules" means the listing rules made by the FCA under FSMA;

 

"London Stock Exchange" means London Stock Exchange plc;

 

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

 

"MiFID II" means EU Directive 2014/65/EU on markets in financial instruments, as amended;

 

"MiFID II Product Governance Requirements" means (a) MiFID II; (B) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures;

 

"Official List" means the Official List of the FCA;

 

"Option Agreement" means the option agreement entered into between the Company, Citi and JerseyCo on or about the date hereof;

 

"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended;

 

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

 

"Placee" means a person procured by a Joint Global Coordinator to acquire Placing Shares;

 

"Placing" means the non-pre-emptive placing of Placing Shares at the Placing Price;

 

"Placing Agreement" means the placing agreement between the Company and the Banks entered into on the date of this Announcement;

 

"Placing Price" means the price per Ordinary Share at which the Placing Shares are placed;

 

"Placing Shares" means the new ordinary shares of 1 pence each in the capital of the Company to be allotted and issued under the Placing;

 

"PRA " means the UK Prudential Regulation Authority;

 

"Pricing Agreement" means the agreement between the Company and the Banks recording the final details of the Placing;

 

"PrimaryBid" means PrimaryBid Limited, a limited company registered in England and Wales with registration number 08092575 and having its registered office at 21 Albemarle Street, London W1S 4B;

 

"Prospectus Regulation" means the Prospectus Regulation (EU) 2017/1129;

 

"QIBs" means "qualified institutional buyers" as defined in Rule 144A of the Securities Act;

 

"Qualified Investors" means qualified investors within the meaning of article 2(e) of the Prospectus Regulation;

 

"Regulation S" means Regulation S promulgated under the Securities Act;

 

"Regulations" means the Criminal Justice Act 1993, the EU Market Abuse Regulation and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof;

 

"Regulatory Information Service" means any of the services set out in Appendix 3 of the Listing Rules;

 

"Relevant Person" has the meaning given to it in Appendix 1 to this Announcement;

 

"Retail Offer" means the offer made by the Company on the PrimaryBid platform of new ordinary shares of 1 pence each in the capital of the Company that is made concurrently with the Placing;

 

"Retail Offer Shares" means the new ordinary shares of 1 pence each in the capital of the Company to be allotted and issued under the Retail Offer;

 

"Restricted Territory" has the meaning given to it in Appendix 1 to this Announcement;

 

"Securities Act" means the U.S. Securities Act of 1933, as amended;

 

"Subscription" means the subscription for new ordinary shares of 1 pence each in the capital of the Company by the Directors of the Company;

 

"Subscription Shares" means the new ordinary shares of 1 pence each in the capital of the Company to be allotted and issued under the Subscription;

 

"Subscription and Transfer Agreement" means the subscription and transfer agreement entered into between the Company, Citi and JerseyCo on or about the date hereof;

 

"subsidiary" or "subsidiary undertaking" each have the meaning given to such term in the Companies Act 2006;

 

"Target Market Assessment" means the assessment 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 defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II;

 

"Terms and Conditions" means the terms and conditions of the Placing set out in Appendix 1 to this Announcement;

 

"transfer taxes" means any stamp duty or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, or documentary duties or taxes);

 

"uncertificated" or "in uncertificated form" means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST;

 

"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;

 

"United States" or "US" means the United States of America, its territories and possessions, any State of the United States of America or the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof; and

 

"US Investor Letter" means the investor representation letter in the form provided by the Joint Global Coordinators to QIBs in the United States.