Proposed Placing of New Ordinary Shares
Source: RNS
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES SECTION OF THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. IN PARTICULAR, THESE MATERIALS ARE NOT AN OFFER FOR SALE OF SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE COMPANY DOES NOT INTEND TO REGISTER ANY PART OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF ANY SECURITIES IN THE UNITED STATES.
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR").
3 September 2020
Ryanair Holdings plc
("Ryanair", the "Company" or the "Group")
Proposed Placing of New Ordinary Shares
Ryanair, Europe's largest airline, today announces its intention to conduct an equity raise, through a non-pre-emptive placing of new ordinary shares of €0.006 each in the capital of the Company (the "Placing Shares") to institutional investors and certain others, to raise gross proceeds of approximately €400 million (the "Placing").
The Placing will be conducted through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this Announcement and will be made available to qualifying new and existing eligible institutional investors. The Placing is subject to the terms and conditions set out in Appendix 1 to this announcement. J&E Davy ("Davy") is acting as sole bookrunner in respect of the Placing.
Reasons for the Placing
So far, 2020 has proven to be the most challenging period in Ryanair's 35-year history and an unprecedented difficult environment for the wider European airline sector. The Group believes that it has responded well and that the current environment is likely to result in long-term impacts for the sector which it expects will create opportunities for Ryanair to grow its network, and expand its fleet, to take advantage of lower airport and aircraft cost opportunities that are likely to arise. The Placing is expected to help better position the Group to move quickly to capitalise on such opportunities should they arise. Additionally, the Placing should significantly de-risk the Group's debt repayments over the next 12 months.
1. Capitalise on significant post Covid-19 growth opportunities
One of the strengths of Ryanair's business model during the Covid-19 crisis has been the Group's unit cost advantage over other EU airlines. Ryanair has spent a number of months right sizing the cost base to help enable the Group's airlines to further lower costs and pass these lower costs on to customers in the form of lower fares. As we look beyond the next year, we expect that there will be significant growth opportunities for Ryanair's low-cost model as competitors shrink, fail or are acquired by government bailed out carriers.
Post Covid-19 growth opportunities include gaining market share from peers retrenching, further European airline failures and competitive unit cost advantage over other carriers. The Placing will provide Ryanair with greater financial flexibility to capture these opportunities.
2. Strengthen Ryanair's robust financial position
Ryanair's balance sheet is one of the strongest in the industry with over €3.9 billion in cash at 30 June 2020, with 333 unencumbered B737s (with a book value of approx. €7 billion) and a BBB investment grade rating from both S&P and Fitch Ratings. Since mid-March, the Group has moved quickly and smartly to preserve cash, cut costs, cancel share buybacks and defer all non-essential capex, ensuring continued balance sheet strength which gives the Group what it believes to be a significant competitive advantage. The net proceeds from the Placing are intended to further enhance Ryanair's liquidity position and underpin its BBB investment grade rating potentially leading to finance cost savings. Subject to market conditions, the Group expects to access the bond markets in due course and the enhanced liquidity as a result of the Placing will likely optimise that issuance.
3. Prudent Capital Management
Over the medium-term Ryanair will continue to focus on cash preservation/generation and the repayment of approx. €1.9 billion of maturing debt which includes a €850 million Eurobond and £600 million raised under the UK's Covid Corporate Financing Facility ("CCFF") maturing in June and March 2021 respectively.
The Group hopes to accept delivery of its first Boeing-MAX-200, and potentially up to 40 MAXs in advance of summer 2021. Ryanair remains a committed supporter of these "gamechanger" aircraft which have 4% more seats, 16% lower fuel burn and 40% lower noise emissions than its existing B737NGs. These new aircraft will enable the Group to grow to 200m passengers p.a. over the next 5 or 6 years while reducing the Group's cost base and significantly lowering its environmental footprint.
Prudent capital management through the Placing and the expected bond issuance will pre-fund the Group's balance sheet and enhance its financial flexibility as it continues to face a very challenging and uncertain operational environment.
Director and Senior Management participation
Certain Directors and members of the senior management team intend to participate in the Placing including the Group CEO, who intends to subscribe broadly pro rata to his current shareholding.
Details of the Placing
Davy is acting as sole bookrunner in relation to the Placing. The Company and Davy have entered into a placing agreement dated 3 September 2020 in connection with the Placing (the "Placing Agreement").
The final number of Placing Shares and the price at which such shares will be subscribed for will be determined at the close of the Bookbuild, and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild, the allocation of the Placing Shares and the Placing Price shall be determined together by, and at the absolute discretion of, Davy and the Company. The Placing is not underwritten.
The Placing 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 €0.006 each in the capital of the Company (the "Ordinary Shares"), including, without limitation, the right to receive all dividends and other distributions declared, made or paid in respect of Ordinary Shares after the date of issue.
Applications will be made for admission of the Placing Shares to (a) a primary listing on the Official List of The Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin") and to trading on the Euronext Dublin Market operated by Euronext Dublin (together, the "Irish Admission"); and (b) the standard listing segment of the Official List of the Financial Conduct Authority of the United Kingdom (the "FCA") and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities (together, the "UK Admission" and, together with the Irish Admission, "Admission").
It is expected that settlement of the Placing Shares will occur, Admission will become effective and that dealings will commence in the Placing Shares at 8.00 a.m. on 8 September 2020. The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms. Appendix 1 to this Announcement, which forms part of this Announcement, sets out further information relating to the Bookbuild and the Terms and Conditions to which the Placing is subject.
By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors 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 in it, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix 1.
The Directors of the Company have determined that the Placing Shares may be subscribed for by both EU Nationals (as defined in Appendix 2) and non-EU Nationals as part of the Placing.
The restrictions announced by the Company in February 2002 will continue to apply to all other Ordinary Shares such that the acquisition of Ordinary Shares by non-EU Nationals will result in the issuance of a restricted share notice compelling the non-EU National to sell the relevant Ordinary Shares to an EU National within 21 days of the date of issuance (a "Restricted Share Notice"). These restrictions will also apply to the transfer/sale of any Placing Shares by a Placee to a non-EU National after the settlement of the Placing Shares whereby such transfer/sale will immediately result in the issuance of a Restricted Share Notice to the transferee/purchaser. As a result, non-EU Nationals are effectively prohibited from purchasing Ordinary Shares (including any Placing Shares from any of the Placees) for as long as these restrictions remain in place. There can be no assurance that these restrictions will ever be amended/removed.
In the event of a "hard" Brexit, the measures announced by the Company on 11 March 2019 to ensure continued compliance with the airline ownership and control requirements of EU Regulation 1008/2008 shall apply to all Ordinary Shares (including any Placing Shares) held by or on behalf of non-EU (including UK) Nationals (including Placees) from the date on which UK nationals cease to qualify as nationals of Member States for the purposes of Article 4 of EU Regulation 1008/2008. Such Ordinary Shares will be treated as "Restricted Shares" under the Company's Articles of Association and the registered holder(s) of such Restricted Shares shall not be entitled to attend, speak or vote at any general meeting of the Company.
This Announcement should be read in its entirety. In particular, you should read and understand the
information provided in the "Important Notices" section of this Announcement.
MAR information
This announcement contains inside information for the purposes of Article 7 of MAR. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Neil Sorahan, Group CFO.
In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR) relating to the Company and its securities, as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
For further information on the Announcement, please contact:
Ryanair Holdings plc
Neil Sorahan, Group CFO
Peter Larkin, Head of Investor Relations
Tel: +353 (0) 1 945 1212
Davy (Sole Bookrunner)
John Lydon
Brian Garrahy
Ronan Veale
Tom Tynan
Tel: +353 (0)1 679 6363
About Ryanair Holdings plc
Ryanair Holdings plc, Europe's largest airline group, is the parent company of Buzz, Lauda, Malta Air & Ryanair. Carrying 149 million guests p.a. (pre Covid-19) on more than 2,500 daily flights from 79 bases, the Group connects over 240 destinations in 40 countries on a fleet of 470 aircraft, with a further 210 Boeing 737s on order, which will enable the Ryanair Group to lower fares and grow traffic to 200 million p.a. over the next 5 or 6 years. Ryanair has a team of over 17,000 highly skilled aviation professionals delivering Europe's No.1 on-time performance, and an industry leading 35-year safety record. Ryanair is Europe's greenest cleanest airline group and customers switching to fly Ryanair can reduce their CO₂ emissions by up to 50% compared to the other Big 4 EU major airlines.
IMPORTANT NOTICES
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 Davy or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Placing and Admission, and any liability therefor is expressly disclaimed.
J&E Davy, which is regulated in Ireland by the Central Bank of Ireland is acting exclusively as sole bookrunner for the Company and for no-one else in connection with the Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Davy by the Financial Services and Markets Act 2000 of the United Kingdom or by the regulatory regime established under it, neither Davy nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever to any person who is not a client for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of Davy or its affiliates in connection with the Company, the Placing Shares or the Placing. Davy and its affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Davy or any of its affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement. Neither Davy nor any of its affiliates, directors, officers, employees, agents or advisors have authorised the contents of, or any part of, this Announcement.
In connection with the Placing, Davy and any of its affiliates may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own account such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, Davy and any of its affiliates acting in such capacity. In addition, Davy and any of its affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which Davy and any of its affiliates may from time to time acquire, hold or dispose of shares. Davy does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Davy and its affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of its business with the Company and/or its affiliates for which they would have received customary fees and commissions. Davy and its affiliates may provide such services to the Company and/or its affiliates in the future.
Members of the public are not eligible to take part in the Placing. All offers of the Placing Shares will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the requirement to produce a prospectus for offers of the Placing Shares. This Announcement is directed only at and may only be communicated to: (A) persons in a Member State of the European Economic Area who are qualified investors ("Qualified Investors") within the meaning of Article 2(e) of the Prospectus Regulation; or (B) in the United Kingdom, Qualified Investors who are also (I) persons having professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 of the United Kingdom, as amended (the "Order"), (II) persons who fall within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (III) persons to whom it may otherwise be lawfully communicated ; 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").
This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the Securities Act, (the "Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This Announcement and the information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other state or jurisdiction in which the same would be restricted, unlawful or unauthorised (each a "Restricted Territory"). In addition, the offering of the Placing Shares in certain jurisdictions may be restricted by law. This Announcement is for information purposes only and does not constitute an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation. No action has been taken by the Company or Davy that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Davy to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Davy. The contents of this Announcement are not to be construed as legal, financial or tax advice. Persons needing advice should consult an independent financial adviser.
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, Davy 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.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. 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 environment (including the impact of COVID-19), economic and business cycles, 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, readers 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 information contained in this Announcement, including the forward-looking statements, speaks only as of the date of this Announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein, whether as a result of new information, future events or otherwise, except to the extent required by Euronext Dublin, the Central Bank of Ireland, the FCA, the London Stock Exchange, or by applicable law. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.
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. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of shares acquired. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the Euronext Dublin Market of Euronext Dublin and the Main Market of the London Stock Exchange. Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given ("Placees") 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 Conditions in it, and to be providing the representations, warranties, indemnities, acknowledgements, and undertakings contained in Appendix 1.
In particular, each such Placee will be asked to represent, warrant and acknowledge that: (i) it is a Relevant Person (as defined in Appendix 2) 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 and it is acquiring such shares for its own account; (ii) it and any account with respect to which it exercises sole investment discretion, is either (a) outside the United States and not a U.S. person (as defined in Regulation S) and is subscribing for the Placing Shares in an "offshore transaction" (within the meaning of Regulation S) or (b) a QIB; and (iii) if it is a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation, that it understands the resale and transfer restrictions set out in Appendix 1 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 to Qualified Investors or in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of Davy has been given to each such proposed offer or resale.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of Appendix 1 or this Announcement should seek appropriate advice before taking any action.
No prospectus or offering document will be made available in connection with the matters contained in this Announcement and no such prospectus or offering document is required (in accordance with the Prospectus Regulation) to be published. This Announcement has not been approved by the Central Bank of Ireland, Euronext Dublin, the FCA, the London Stock Exchange or any other competent regulatory authority.
The most recent Annual Report and other information relating to the Company are available on the Ryanair website at investor.ryanair.com. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation concerning the Placing.
APPENDIX 1
TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. ALL OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR OFFERS OF THE PLACING SHARES. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT AND MAY ONLY BE COMMUNICATED TO: (A) PERSONS IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION; OR (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE ALSO (I) PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 OF THE UNITED KINGDOM, AS AMENDED (THE "ORDER"), (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; 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").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS 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 of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or pursuant to an exemption from 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. Any offering of the Placing Shares to be made (i) in the United States, will be made only to a limited number of "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A") and (ii) outside the United States to non-U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")), in offshore transactions within the meaning of, and in reliance on, Regulation S. No public offering of the shares referred to in this Announcement is being made in Ireland, the United Kingdom, the United States, any other Restricted Territory or elsewhere.
Unless otherwise stated, capitalised terms used in this Appendix 1 have the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States, any Restricted Territory (as defined below) or in any jurisdiction where such offer or solicitation is unlawful.
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, Japan, the Republic of South Africa or in any jurisdiction in which such publication or distribution is restricted, unlawful or unauthorised (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, Davy or any of their respective affiliates or agents 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 (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 Davy to inform themselves about, and to observe, any such restrictions.
No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of securities. Any offer and sale of securities in Canada will be made on a private placement basis only in the Provinces of Ontario, Quebec, Alberta and Manitoba, and is exempt from the requirement that an issuer prepares and files a prospectus under applicable Canadian securities laws. Any resale of securities acquired by a Canadian investor in any such offering must be made in accordance with applicable Canadian securities laws, which resale restrictions may under certain circumstances apply to resales of securities outside of Canada. As applicable, each Canadian investor who purchases the Placing Shares will be deemed to have represented to the Company, Davy and to each dealer from whom a purchase confirmation is received, as applicable, that the investor (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Securities legislation in certain provinces or territories of Canada may provide a purchaser of securities with remedies for rescission or damages if any Placing document that constitutes an offering memorandum for the purposes of applicable Canadian securities laws (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by securities legislation of the purchaser's province or territory. The purchaser of securities should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), any offer of securities will be conducted pursuant to any exemption from the requirement that Canadian investors be provided with certain underwriter conflicts of interest disclosure that would otherwise be required pursuant to subsection 2.1(1) of NI 33-105.
Investors should consult their professional advisers if they are in any doubt as to whether or not they may receive and accept the Placing.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.
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 Davy or any of its affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.
Davy is acting exclusively for the Company and for no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or the contents of the Placing Documents or any other matter referred to therein.
Neither the Company nor Davy makes any representation to any Placees regarding an investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.
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 be deemed to have read and understood this Announcement in its entirety, and to be participating, making an offer for and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgments and undertakings contained herein.
In particular each such Placee represents, warrants and acknowledges that:
(a) it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
(b) it and any account with respect to which it exercises sole investment discretion, is either (i) a non-U.S. Person outside the United States subscribing for the Placing Shares in an offshore transaction as defined in and in accordance with Regulation S or (ii) a QIB; and
(c) if it is a financial intermediary, as that term is used in Article 2(d) 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 to Qualified Investors or in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of the managers has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Details of the Placing Agreement and of the Placing Shares
J&E Davy ("Davy"), as sole bookrunner, and Ryanair Holdings plc (the "Company") have today entered into a placing agreement (the "Placing Agreement") under which, on the terms and subject to the conditions set out therein, Davy, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees (the "Placees") for the new ordinary shares of €0.006 each in the capital of the Company (the "Placing Shares") at a price to be determined following completion of the bookbuilding process (the "Bookbuild") (the "Placing").
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 of €0.006 each in the capital of the Company (the "Ordinary Shares), including the right to receive all dividends and other distributions declared, made or paid in respect of Ordinary Shares after the date of issue. The allotment and issue of the Placing Shares will be made by the Company to Placees for cash.
The Placing Shares will be issued free of any pre-emption rights, encumbrances, liens or other security interests.
Application for listing and admission to trading
The Company will make applications for the admission of the Placing Shares to (a) a primary listing on the Official List of The Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin") and to trading on the Euronext Dublin Market operated by Euronext Dublin (together, the "Irish Admission"); and (b) the standard listing segment of the Official List of the Financial Conduct Authority of the United Kingdom (the "FCA") and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities (together, the "UK Admission" and, together with the Irish Admission, "Admission").
It is expected that Admission will become effective and that dealings will commence in the Placing Shares at 8.00 a.m. on 8 September 2020.
Bookbuild
Davy will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix 1 gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Participation in, and principal terms of, the Placing
1. Davy is acting as sole bookrunner, as agent of the Company in connection with the Placing.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Davy. Davy and its affiliates are entitled to enter bids in the Bookbuild as principal.
3. The Bookbuild will establish a single price payable to Davy as agent for the Company by all Placees whose bids are successful (the "Placing Price"). The Placing Price and the number of Placing Shares to be issued will be agreed between Davy and the Company following completion of the Bookbuild and any discount to the market price of the Ordinary Shares will be determined in accordance with the Irish Listing Rules. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service ("RIS") following the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or writing to their usual sales or equity capital markets contact at Davy. Each bid must be in Euro and should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price that is ultimately established by the Company and Davy, or at prices up to a price limit specified in its bid. The Placing Price will be contained in the Term Sheet (as defined below) and provided to Placees at the time of communicating allocations. Bids may be scaled down by Davy on the basis referred to in paragraph 9 below.
5. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the prospective Placee on behalf of which it is made and, except with Davy's consent, will not be capable of variation or revocation after the time at which it is submitted. Each prospective Placee will have an immediate, irrevocable and binding obligation owed to Davy to pay to them (or as Davy may direct) in cleared funds (in Euro) at the time set out in paragraph 11, an amount equal to the product of the Placing Price and the number of Placing Shares such prospective Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee. Each prospective Placee's obligations will be owed to the Company and Davy. The Company shall allot such Placing Shares to each Placee following each Placee's payment to Davy of such amount.
6. The Bookbuild is expected to close no later than 5.00 p.m. (Irish time) on 4 September 2020 but may be closed earlier or later at the discretion of Davy and the Company. Davy may, in its absolute discretion, accept bids that are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be determined by Davy and the Company in their sole discretion and each Placee's allocation will be confirmed orally by Davy (as an agent of the Company) following the close of the Bookbuild and a contract note or electronic confirmation will be despatched thereafter. The oral confirmation to such prospective Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of Davy and the Company to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix 1 and in accordance with the Company's articles of association and all applicable laws.
8. Each Placee's allocation and commitment will be evidenced by a contract note or electronic confirmation issued to such Placee by Davy. These Terms and Conditions will be deemed incorporated in that contract note or electronic confirmation.
9. Subject to paragraphs 4 and 5 above, Davy may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. Davy may also, notwithstanding paragraphs 4 and 5 above and subject to the prior 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/or (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 Davy. The Company reserves the right (upon agreement with Davy) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
10. Except as required by law or regulation, no press release or other announcement will be made by Davy or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement of all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement". If the Placing Agreement does not become unconditional or is terminated, the Placing will not proceed and all funds delivered by a Placee as consideration for Placing Shares will be returned.
13. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
14. To the fullest extent permissible by law, neither Davy nor the Company nor any of their respective affiliates, agents, advisors, directors, officers or employees shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in connection with the Placing. In particular, neither Davy nor the Company nor any of their respective affiliates, agents, advisors, directors, officers or employees shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Davy's conduct of the Bookbuild or of such alternative method of effecting the Placing as Davy 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 obligations of Davy under the Placing Agreement are conditional on, amongst other things:
(a) the execution and delivery of the term sheet setting out the Placing Price by Davy and the Company at the time of pricing of the Placing (the "Term Sheet");
(b) the publication by the Company of the results of the Placing on a Regulatory Information Service ("Placing Results Announcement");
(c) none of the representations, warranties and undertakings on the part of the Company contained in the Placing Agreement being untrue or inaccurate or misleading, in any material respect in the context of the Placing or Admission, on and as of the date of the Placing Agreement and at all times between the date of the Placing Agreement and Admission, as though they had been given and made by reference to the facts and circumstances then subsisting;
(d) the Company having complied with all of the obligations on its part to be performed under the Placing Agreement which fall to be performed on or before Admission;
(e) Admission becoming effective on or before 8.00 a.m. (Irish time) on 8 September 2020 or such later time as the Company and Davy may agree (but in any event not later than 8.00 a.m. (Irish time) on 11 September 2020);
(f) Davy not having exercised its right to terminate this Agreement under the circumstances specified below; and
(g) all conditions to enable the Placing Shares to be admitted as a participating security in CREST having been satisfied.
If (i) any of the conditions contained in the Placing Agreement, including those described above, are not satisfied or, where permitted, waived by Davy or becomes incapable of being satisfied by the relevant time and/or date specified (or such later time and/or date as Davy may agree in writing), or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and each Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Any such waiver by Davy will not affect Placees' commitments as set out in this Announcement.
Davy may, in its absolute discretion and upon such terms as it thinks fit, by express written notice to the Company extend the time for the satisfaction of any condition (but not beyond 11 September 2020) 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, save that the condition in the Placing Agreement relating to Admission becoming effective may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of Davy, the Company or any of their respective affiliates, or any of their or its respective affiliates' directors, officers, employees, agents or advisers, or any other person shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Davy.
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.
Lock-up
The Company has undertaken to Davy that it will not, without the prior written consent of Davy, which is not to be unreasonably withheld or delayed, enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between Davy and the Company, for 90 days after the date of this Announcement.
By participating in the Placing, Placees agree that the exercise by Davy of any power to grant consent to waive the undertaking by the Company in respect of any transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of Davy and that Davy need not make any reference to, or consult with, Placees and Davy shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Termination of the Placing Agreement
Davy is entitled at any time before Admission to terminate the Placing Agreement by giving notice to the Company, if, amongst other things:
(i) there is, in the reasonable opinion of Davy (acting in good faith), any Material Adverse Change;
(ii) any of the representations, warranties or undertakings of the Company contained in the Placing Agreement were untrue, inaccurate or misleading in any material respect when made and/or that any of the representations, warranties or undertakings has ceased to be true, accurate or has become misleading in any material respect by reference to the facts and circumstances then subsisting;
(iii) any statement in the Placing Documents is incorrect or has become untrue, incorrect or misleading in any material respect as a result of a new matter or change or that a new matter has arisen or a change has taken place;
(iv) the occurrence, or in the opinion of Davy (acting in good faith), the likely occurrence, of a material adverse change in international financial markets, a suspension or limitation to trading in any securities of the Company or to trading generally on Euronext Dublin, the London Stock Exchange or the NASDAQ stock market, a material disruption in commercial banking or securities settlement or clearance, a material change in taxation or the imposition of exchange controls which, in the opinion of Davy (acting in good faith), makes it impracticable or inadvisable to proceed with the Placing, or the declaration of a banking moratorium; or
(v) any of the applications of the Company for Admission are withdrawn or refused by Euronext Dublin, the London Stock Exchange or the FCA.
Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under, or pursuant to, the Placing Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by Davy and/or the Company of any right of termination or other discretion (as the case may be) under the Placing Agreement shall be within the absolute discretion of Davy or the Company and neither Davy nor the Company need make any reference to, or consultation with, Placees and that none of Davy, the Company or any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Central Bank of Ireland (or any other competent 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, including any Exchange Information 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 or electronic confirmation 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 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 Davy or its affiliates or any other person and neither Davy nor the Company nor any of their respective affiliates nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: IE00BYTBXV33) following Admission will take place within the relevant system operated by Euroclear UK & Ireland Limited ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in Davy's opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in 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 or electronic communication stating the number of Placing Shares to be allocated to it at the Placing Price and the aggregate amount owed by such Placee to Davy and settlement instructions. It is expected that the contract note or electronic communication will be despatched on 4 September 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 Davy.
The Company will deliver the Placing Shares to a CREST account operated by Davy as agent for the Company and Davy will enter its delivery (DEL) instruction into the CREST system.
Davy 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 8 September 2020 on a T + 2 basis in accordance with the instructions given to Davy.
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 Davy.
Each Placee agrees that, if it does not comply with these obligations, Davy 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 or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or electronic communication is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK or Irish stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (together with interest and penalties) is payable in respect of the issue of the Placing Shares, neither Davy 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 (as the case may be) with Davy (in its capacity as global co-ordinator, sole bookrunner and placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:
(a) it has read and understood this Announcement, including the Appendices, 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;
(b) that no offering document or prospectus or admission document has been or will be prepared in connection with the Placing or Admission or is required under the Prospectus Regulation and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing, Admission or the Placing Shares;
(c) that the Ordinary Shares are admitted to trading on the Euronext Dublin Market of Euronext Dublin and 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 applicable law, including the Market Abuse Regulation (Regulation (EU) No 596/2014) ("MAR"), the rules and practices of the London Stock Exchange, the FCA and Euronext Dublin, the Disclosure Guidance and Transparency Rules of the FCA and the Irish Transparency Regulations and Rules, the Prospectus Regulation and the Companies Act 2014 of Ireland (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 and, in addition, that the Company files annual reports on Form-20-F and furnishes current reports on Form 6-K and other information with the U.S. Securities and Exchange Commission ("SEC"), and that the Company's SEC filings are available to Placees on the SEC's website at http://www.sec.gov;
(d) that neither Davy nor the Company nor any of their respective affiliates nor any person acting on behalf of any of them 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, nor has it requested any of Davy, the Company, or any of their respective affiliates nor any person acting on behalf of any of them to provide it with any such material or information;
(e) unless otherwise specifically agreed with Davy, that it is not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares, and further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;
(f) that the content of this Announcement is exclusively the responsibility of the Company and that neither Davy nor any of its affiliates nor any person acting on 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. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary 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 Davy or the Company or any of their respective affiliates, directors, officers, employees, agents or advisors and neither Davy nor the Company or any of their respective affiliates, directors, officers, employees, agents or advisors 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 on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and that neither Davy nor any of its affiliates, directors, officers, employees, agents or advisors 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. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
(g) that it has not relied on any information relating to the Company contained in any research reports prepared by Davy, any of its affiliates or any person acting on Davy's or any of its affiliates' behalf and understands that (i) neither Davy, nor any of its affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) neither Davy, nor any of its affiliates nor any person acting on 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) neither Davy, nor any of its affiliates nor any person acting on 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;
(h) 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;
(i) that no action has been or will be taken by the Company, Davy or any person acting on behalf of the Company or Davy that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any action for that purpose is required;
(j) 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, regulatory 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 Davy, the Company or any of their respective affiliates acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
(k) 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;
(l) that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 and 2013 of Ireland, the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 of Ireland, the European Union (Anti-Money Laundering: Beneficial Ownership of Trusts) Regulations 2019 of Ireland, the Proceeds of Crime Act 2002 of the United Kingdom (as amended), the Terrorism Act 2000 of the United Kingdom, the Anti-Terrorism Crime and Security Act 2001 of the United Kingdom, the Terrorism Act 2006 of the United Kingdom, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 of the United Kingdom (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, Davy has not received such satisfactory evidence, Davy may, in its absolute discretion, terminate the Placee's participation in the Placing in which event all funds delivered by the Placee to Davy will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
(m) 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 Davy 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);
(n) if in a Member State of the EEA, (except, if in Ireland, with the prior consent of Davy) that it is a "Qualified Investor" within the meaning of Article 2(e) of the Prospectus Regulation and that it is either (i) acquiring the Placing Shares for its own account, or (ii) acting as a financial intermediary to which paragraph (r) below applies;
(o) if in the United Kingdom, that it is a Qualified Investor (i) having professional experience in matters relating to investments who falls within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 of the United Kingdom (the "Order"), (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order or (iii) to whom this Announcement may otherwise lawfully be communicated and, in each case, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
(p) 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;
(q) 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;
(r) if it is acting as a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation, that the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a Member State of the EEA other than Qualified Investors, or in circumstances in which the prior consent of Davy has been given to the proposed offer or resale;
(s) that it has not offered or sold and, prior to the expiry of a period of six months from Admission, 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 the FSMA;
(t) that any offer of Placing Shares may only be directed at persons in Member States of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors 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 within the meaning of the Prospectus Regulation or in any other circumstances which would result in any requirement for the publication of a prospectus under the Prospectus Regulation;
(u) 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;
(v) that it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA) with respect to anything done by it in relation to the Placing Shares in respect of anything done in, from or otherwise involving, the United Kingdom;
(w) if it has received any "inside information" (as defined in 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 MAR, prior to the information being made publicly available;
(x) that (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to subscribe for and 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, Davy, any of their respective affiliates or any person acting on 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;
(y) 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 Davy 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 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;
(z) 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 subscribe for, and that Davy or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
(aa) that neither Davy nor any of its affiliates nor any person acting on 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 Davy and that Davy 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 Davy's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
(bb) 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 Davy nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest 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 Davy, the Company and any of their respective affiliates 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 Davy who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
(cc) that these Terms and Conditions and any agreements entered into by it pursuant to these Terms and Conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of Ireland and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the Irish courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Davy 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;
(dd) that each of Davy, the Company and their respective affiliates and others 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 Davy on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of Davy 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;
(ee) that it will indemnify on an after-tax basis and hold each of Davy, the Company and their respective affiliates and any person acting on 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 of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix 1 and further agrees that the provisions of this Appendix 1 shall survive after completion of the Placing;
(ff) acknowledges that it irrevocably appoints any director of Davy 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;
(gg) that it acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note or electronic communication 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 Davy's conduct of the Placing;
(hh) that in making any decision to subscribe for 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 Davy, (iv) it has had sufficient time 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 (v) it will not look to the Company, Davy, any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
(ii) acknowledges and agrees that Davy does not owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
(jj) understands and agrees that it may not rely on any investigation that Davy or any person acting on its behalf may or may not have conducted with respect to the Company and its affiliates or the Placing and Davy have 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 a recommendation to it to subscribe for the Placing Shares;
(kk) acknowledges and agrees that it will not hold Davy or any of its affiliates or any person acting on its 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 (the "Information") and that neither Davy nor any person acting on behalf of Davy, 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;
(ll) that in connection with the Placing, Davy and any of its affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to Davy and any of its affiliates acting in such capacity. In addition, Davy may enter into financing arrangements and swaps with investors in connection with which Davy may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither Davy nor any of its affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
(mm) acknowledges that (i) the Placing Shares have not been and will not be registered or otherwise qualified under the Securities Act; (ii) the Placing Shares are being offered and sold (a) in the United States to a limited number of QIBs, or (b) outside the United States to non-U.S. Persons in reliance on Regulation S; and (iii) the Placing Shares may not be reoffered, resold, pledged or otherwise transferred except in transactions not requiring registration under the Securities Act;
(nn) represents and warrants that, unless it is a QIB to whom the Placing Shares will be offered on a private placement basis, (a) each of it and each beneficial owner of the Placing Shares for whom it is acting is and at the time the Placing Shares are acquired is a non-U.S. Person and will be, located outside the United States and is and will be acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S and (b) it will not offer or sell, directly or indirectly, any of the Placing Shares except in an "offshore transaction" in accordance with Regulation S or in the United States pursuant to an exemption from the registration requirements of the Securities Act;
(oo) acknowledges and agrees that (i) the transfer of any Placing Shares by a Placee to a non-EU National (as defined in the Appendix 2) (which, for the avoidance of doubt, shall not include the delivery of the Placing Shares by Davy to the Placees in connection with the Placing as described in this Announcement) will immediately result in the issuance of a restricted share notice to such non-EU National transferee in accordance with the Company's articles of association and the notice issued by the Company in February 2002 detailing these restrictions; (ii) the restricted share notice will compel the non-EU National transferee to sell the relevant Ordinary Shares to an EU National within 21 days of the date of issuance; (iii) in the event that any such non-EU National transferee does not sell the Ordinary Shares to an EU National within the specified time period, the Company can then take legal action to compel such a sale; (iv) as a result, non-EU Nationals are effectively prohibited from purchasing Ordinary Shares (including Placing Shares from any of the Placees) for as long as these restrictions remain in place; and (v) there can be no assurance that these restrictions will ever be amended/removed; and
(pp) acknowledges and agrees that in the event that the UK withdraws from the EU without a deal (commonly referred to as a "hard" Brexit) and in accordance with the decision of the Directors of the Company on 8 March 2019, with effect from the date on which UK nationals cease to qualify as nationals of Member States for the purposes of Article 4 of EU Regulation 1008/2008 all Ordinary Shares (including any Placing Shares) which are held by or on behalf of non-EU (including UK) Nationals (including Placees) will be treated as "Restricted Shares" in accordance with the Company's articles of association and pursuant to Article 41(J) of the Company's articles of association the holders of such restricted Ordinary Shares will not be entitled to attend, speak or vote at any general meeting of the Company or at any meeting of the holders of any class of shares.
The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as Davy (for their own benefit and, where relevant, the benefit of their respective affiliates and any person acting on their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that Davy does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty in Ireland and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question.
Such agreement also assumes, 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 Davy nor the Company are liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes (transfer taxes) that arise on a sale of Placing Shares if there are any such arrangements, or any arrangements that arise subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of Ireland or the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold Davy and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to transfer taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that Davy or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that Davy is receiving a fee in connection with its 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 Davy, any money held in an account with Davy 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 or the Central Bank of Ireland. 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 Davy's money in accordance with the client money rules and will be used by Davy in the course of its own business; and the Placee will rank only as a general creditor of Davy.
All times and dates in this Announcement may be subject to amendment by Davy and the Company (in their absolute discretion). Davy 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 Davy 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.
Each Placee may be asked to disclose in writing or orally to Davy information in relation to the nationality of the Placee, the beneficial owner of the Placing Shares and/or anyone interested in the Placing Shares, including (but not limited to):
(a) if he or she is an individual, his nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
APPENDIX 2
DEFINITIONS
Unless otherwise stated, in this Announcement:
|
Admission |
means the Irish Admission and the UK Admission; |
|
Announcement |
means this announcement (including its Appendices); |
|
Bookbuild |
means the bookbuilding process to be commenced by Davy to use reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement; |
|
Company |
means Ryanair Holdings plc; |
|
CREST |
means the relevant system (as defined in the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (S.I. No. 68/1996)) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in such regulations) in accordance with which securities may be held and transferred in uncertificated form; |
|
Davy |
means J&E Davy, a private company incorporated in Ireland with registered number 106680, having its registered office at Davy House, 49 Dawson Street, Dublin 2, Ireland; |
|
EEA |
means European Economic Area; |
|
EU National |
means a national of any jurisdiction which is considered to be a "Member State" for the purposes of Article 4 of EU Regulation 1008/2008 (as amended from time to time), including the member states of the European Union, Switzerland, Norway, Iceland and Liechtenstein; |
|
Euro or € |
means the lawful currency of Ireland; |
|
Euronext Dublin |
means The Irish Stock Exchange plc, trading as Euronext Dublin, a company incorporated in Ireland (registration no. 539157) whose registered office is 28 Anglesea Street, Dublin 2, D02 XT25, Ireland; |
|
Euronext Dublin Market |
means the Euronext Dublin Market, operated by Euronext Dublin; |
|
Exchange Information |
means certain business and financial information the Company is required to publish in accordance with applicable law, including MAR, the rules and practices of the London Stock Exchange, the FCA and Euronext Dublin, the Disclosure Guidance and Transparency Rules of the FCA and the Irish Transparency Regulations and Rules, the Prospectus Regulation and the Companies Act 2014 of Ireland; |
|
FCA or Financial Conduct Authority |
means the UK Financial Conduct Authority; |
|
FSMA |
means the Financial Services and Markets Act 2000 of the United Kingdom (as amended); |
|
Group |
means the Company and its subsidiary undertakings; |
|
Group CEO |
means Michael O'Leary, the Group Chief Executive Officer as at the date of this Announcement; |
|
Investor Presentation |
means the investor presentation issued by the Company in connection with the Placing, including to the extent used as part of any pre-marketing of the Placing; |
|
Irish Admission |
means the admission of all of the Placing Shares to a primary listing on the Official List of Euronext Dublin and to trading on the Euronext Dublin Market; |
|
Irish Listing Rules |
means Book I: Harmonised Rules of the Euronext Rule Book and Book II: Listing Rules of Euronext Dublin, taken together; |
|
LSE or London Stock Exchange |
means the London Stock Exchange plc; |
|
MAR or Market Abuse Regulations |
means Regulation (EU) No.596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC; |
|
Material Adverse Change |
means any material adverse change, or any development or event reasonably likely to result in or cause a material adverse change, in the condition (financial, operational, legal or otherwise) or in the trading position, earnings, management, business, solvency or prospects of the Company and/or the Group taken as a whole, whether or not arising in the ordinary course of business ; |
|
MiFID II |
means EU Directive 2014/65/EU on markets in financial instruments; |
|
MiFID II Product Governance Requirements |
has the meaning given to it under the heading "Important Notice" in this Announcement; |
|
Order |
means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 of the United Kingdom; |
|
Ordinary Share |
means an ordinary share of €0.006 in the capital of the Company; |
|
Placee |
means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given; |
|
Placing |
means the placing of the Placing Shares by Davy on behalf of the Company, including any Placing Shares subscribed for by the Directors and senior management; |
|
Placing Agreement |
means the placing agreement between the Company and Davy in respect of the Placing; |
|
Placing Documents |
means this Announcement, the Placing Results Announcement, the Investor Presentation, the Placing Agreement, and any other documents or announcements issued in connection with the Placing with the written authority of the Company; |
|
Placing Price |
means the price per Ordinary Share at which the Placing Shares are placed; |
|
Placing Results |
has the meaning given to it in paragraph (b) under the heading "Conditions of the Placing" in Appendix 1 of this Announcement; |
|
Placing Shares |
means the new Ordinary Shares to be issued pursuant to the Placing; |
|
Prospectus Regulation |
means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC; |
|
QIB |
means qualified institutional buyer as defined in Rule 144A of the Securities Act; |
|
Relevant Person |
has the meaning given to it under the heading "Important Notices" in this Announcement; |
|
Regulation S |
means Regulation S promulgated under the Securities Act; |
|
Regulation Information |
means an information service that is approved by Euronext Dublin and the London Stock Exchange; |
|
Restricted Share Notice |
has the meaning given to it under the heading "Details of the Placing" in this Announcement; |
|
Restricted Territory |
means the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other state or jurisdiction in which the release, publication or distribution of this Announcement is restricted, unlawful or unauthorised; |
|
Rule 144A |
means Rule 144A under the Securities Act; |
|
Securities Act |
means the U.S. Securities Act of 1933, as amended; |
|
Target Market Assessment |
has the meaning given to it under the heading "Important Notice" in this Announcement; |
|
Terms and Conditions |
means the terms and conditions of the Placing set out in Appendix 1 to this Announcement; |
|
UK Admission |
means the admission of all of the Placing Shares to the standard listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities; |
|
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, the District of Columbia and all other areas subject to its jurisdiction and any political sub- division thereof; and |
|
U.S. Person |
means any person who is a U.S. person within the meaning of Regulation S. |
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