THIS ANNOUNCEMENT, INCLUDING THE APPENDIX 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, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
10 January 2024
Pennon Group plc ("Pennon", the "Group" or the "Company")
Proposed EQUITY CAPITAL RAISE
Pennon today announces its intention to raise gross proceeds of up to £180 million by way of an equity capital raise (the "Equity Capital Raise"). The Equity Capital Raise will include a non-pre-emptive placing of new ordinary shares of 61.05 pence each in the capital of the Company ("New Ordinary Shares") (the "Placing Shares") to both existing institutional shareholders and new institutional investors (the "Placing").
In conjunction with the Placing, the Company intends to make an offer of New Ordinary Shares (the "Retail Offer Shares") via the PrimaryBid platform at the Offer Price (as defined below), to provide retail investors with an opportunity to participate in the Equity Capital Raise (the "Retail Offer"). A separate announcement will be made shortly regarding the Retail Offer and its associated terms. In addition to the Placing and Retail Offer, certain directors and executives of the Company intend to subscribe for New Ordinary Shares at the Offer Price (the "Subscription Shares") to contribute approximately £150,000 in aggregate to the Equity Capital Raise (the "Subscription").
Barclays Bank PLC ("Barclays") and Morgan Stanley & Co. International plc ("Morgan Stanley") are acting as Joint Global Coordinators and Joint Bookrunners (together, the "Bookrunners") in connection with the Placing.
Rationale for the Equity Capital Raise
As announced separately today, Pennon has acquired 100% of the issued share capital of Sumisho Osaka Gas Water UK Limited ("SOGWUK"), the holding company of Sutton and East Surrey Water plc ("SES Water") and certain other ancillary businesses, for £89 million from Sumitomo Corporation and Osaka Gas, with a total enterprise value of £380 million (the "Acquisition"). Further information can be found in the acquisition announcement released separately by the Company today. Pennon is launching an Equity Capital Raise of up to £180 million in connection with the Acquisition, in order to ensure that the pro forma leverage and capital structure for the enlarged Group following the Acquisition remains consistent with Pennon's well-established water business gearing range of 55-65%(1).
Prior to launch of the Placing, the Company consulted with a significant number of its shareholders to assess their feedback as to the purpose of the Placing. Feedback from this consultation was supportive and as a result the board has concluded that the Placing is in the best interests of shareholders and wider stakeholders and will promote the long-term success of the Company. Accordingly, the Company has chosen to proceed with the Placing. The board intends to apply the principles of pre-emption when allocating Placing Shares to those shareholders that participate in the Placing.
Details of the Equity Capital Raise
The Placing is subject to the terms and conditions set out in the Appendix to this announcement (which forms part of this Announcement, together being this "Announcement"). Members of the public are not entitled to participate in the Placing. The Retail Offer is subject to the terms and conditions set out in the separate announcement regarding the Retail Offer released by the Company today. The Subscription is subject to the terms and conditions set out in subscription letters that have been entered into between the subscribing Directors, executives and the Company.
In accordance with the terms and conditions set out in the Appendix to this announcement, the allotment of the New Ordinary Shares is expected to be carried out pursuant to Pennon's existing shareholder authorities in relation to the authority of the directors of the Company to allot ordinary shares on a non pre-emptive basis in connection with an acquisition, as granted at the Company's most recent Annual General Meeting on 20 July 2023 and, which at that date, represented up to 20% of the issued share capital.
The placing will be conducted through an accelerated bookbuilding process (the "Bookbuild"). The Bookrunners will commence the Bookbuild process immediately following the release of this Announcement in respect of the Placing. The price at which the Placing Shares are to be placed (the "Offer Price") will be determined at the close of the Bookbuild process. The timing of the closing of the book, determination of the Offer Price and allocations of New Ordinary Shares are at the absolute discretion of the Company and, as applicable, the Bookrunners. Details of the Offer Price and the New Ordinary Shares to be issued pursuant to the Equity Capital Raise will be announced as soon as practicable after the close of the Bookbuild process. The Retail Offer Shares and the Subscription Shares will be issued at the Offer Price.
The New Ordinary 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 61.05 pence each in the capital of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Applications will be made (i) to the Financial Conduct Authority (the "FCA") for admission of the New Ordinary Shares to the premium listing segment of the Official List; and (ii) to London Stock Exchange plc for admission of the New Ordinary Shares to trading on its main market for listed securities (together, "Admission").
Admission and settlement of the New Ordinary Shares are expected to take place on or before 8.00 a.m. on 12 January 2024. The Equity Capital Raise is conditional upon, among other things, Admission becoming effective by such time and date (or such later time as the Company and the Bookrunners may agree).
The Placing is conditional upon, among other things, the placing agreement between the Company and the Bookrunners (the "Placing Agreement") having become unconditional and not being terminated in accordance with its terms. A description of the Placing Agreement can be found in the Appendix to this Announcement.
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. Investors who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the terms and conditions in this Announcement.
Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information relating to the Company and its securities, as permitted by MAR. That inside information is contained in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
The person responsible for releasing this announcement on behalf of the Company is Andrew Garard, Group General Counsel and Company Secretary.
For further information, please contact:
Pennon Group PLC
Steve Buck Group Chief Financial Officer +44 (0)1392 44 3168
Jennifer Cooke Group Head of Investor Relations
Media Enquiries
James Murgatroyd FGS Global +44 (0)207 251 3801
Harry Worthington
Barclays Bank PLC
Joint Global Coordinator and Joint Bookrunner +44 (0) 20 7623 2323
Alisdair Gayne, Iain Smedley, Richard Bassingthwaighte, Chris Madderson
Morgan Stanley & Co. International plc
Joint Global Coordinator and Joint Bookrunner +44 (0) 20 7425 8000
Andrew Foster, Francesco Puletti, Emma Whitehouse
Notes: All £m and % numbers shown to 0 decimal places. Potential differences due to rounding.
(1) Gearing at the regulated water business level, defined as net debt / RCV
IMPORTANT NOTICES
The distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons coming into possession of this Announcement and/or any related communications should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.
No offering document or prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required to be published in accordance with Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or the EU Prospectus Regulation as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation").
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN 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, OR THE REPUBLIC OF SOUTH AFRICA ("SOUTH AFRICA") OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States, the United Kingdom or elsewhere.
The Placing Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
A prospectus qualifying the Placing Shares for distribution has not been, and will not be, filed with any securities commission or similar regulatory authority of any jurisdiction of Canada. No such authority has reviewed, expressed an opinion about or in any way passed upon the Placing or the Placing Shares, and it is an offence to claim otherwise. Any offering of the Placing Shares in Canada will be made on a private placement basis only in the provinces of British Columbia, Alberta, Ontario and Quebec, in reliance on exemptions from the requirements under applicable Canadian securities laws that the Company file and obtain a receipt for a prospectus for any distribution of securities. No offer of securities is made in Canada except to a person who has represented to the Company and each of the Bookrunners that such person (i) is purchasing as principal for its own account, or is deemed under applicable Canadian securities laws to be purchasing as principal, for investment only and not with a view to resale or distribution; (ii) is both an "accredited investor" as defined in section 1.1 of National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators (or, in Ontario, as defined in section 73.3(1) of the Securities Act (Ontario), as applicable) and also a "permitted client" as defined in section 1.1 of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations of the Canadian Securities Administrators; and (iii) was not created, and is not used, solely to purchase or hold securities as an accredited investor. Any resale of Placing Shares into Canada or acquired by a Canadian investor in the Placing must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction (both of the investor and the person to whom the Placing Shares are being resold), and may require that resales be made in accordance with Canadian prospectus requirements or pursuant to an available exemption therefrom. These resale restrictions may under certain circumstances apply to resales of Placing Shares outside of Canada.
This Announcement and the Placing of the Placing Shares as set out in this Announcement does not constitute, advertise or relate to an offer to the public (as defined in the South African Companies Act, No 71 of 2008, as amended (the "SA Companies Act")) for the sale of or subscription for, or the solicitation of an offer to buy or subscribe for, securities or an opportunity to invest in a collective investment scheme in South Africa (as contemplated in the South African Collective Investment Scheme Control Act, No 45 of 2002). In South Africa, the Placing Shares will only be offered to financial institutions and other persons who are referred to in section 96(1)(a) of the SA Companies Act, or persons who subscribe, as principal, for the Placing Shares at a total acquisition cost of ZAR1 000 000 or more, as contemplated in section 96(1)(b) of the SA Companies Act ("SA Qualifying Investor"). Any person who is not a SA Qualifying Investor will not be entitled to acquire any securities offered for sale or subscription as described in this Announcement or otherwise act thereon. This Announcement does not, nor is it intended to, constitute a prospectus registered under the SA Companies Act and accordingly, does not comply with the substance and form requirements for prospectuses set out in the SA Companies Act and the South African Companies Regulations of 2011. No prospectus has been lodged with, or registered by, the South African Companies and Intellectual Property Commission. Nothing in this Announcement should be viewed, or construed, as "advice" as that term is used in the South African Financial Markets Act, No 19 of 2012, as amended ("FMA") or "advice" and/or an "intermediary service" as those terms are used in the South African Financial Advisory and Intermediary Services Act, No 37 of 2002, as amended (the "SA FAIS Act") and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. It is the responsibility of any SA Qualifying Investor to ensure they or it have obtained all required approvals in terms of the financial surveillance or "exchange control" regulations promulgated under the South African Currency and Exchanges Act, No 9 of 1933, and any rulings issued pursuant thereto.
This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Australian Corporations Act 2001 (Cth) ("Corporations Act") and will not be lodged with the Australian Securities and Investments Commission. No offer of shares is or will be made in Australia pursuant to this Announcement, except to a person who is a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a "professional investor" within the meaning of section 708(11) of the Corporations Act. If any shares are issued, they may not be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.
This Announcement and the offering of the Placing Shares has not been approved or licensed by the United Arab Emirates ("UAE") Central bank, the SCA, the Dubai Financial Services Authority or any other relevant licensing authorities or governmental agencies in the UAE (the "UAE Authorities") and accordingly does not constitute a public offering of the Placing Shares in the UAE in accordance with the Federal Law No.32 of 2021 Concerning Commercial Companies (as amended), the UAE Securities and Commodities Authority's (the "SCA") Board of Directors Resolution Number 13 B.C of 2021 on the Regulations Manual of the Financial Activities and Status Regularization Mechanisms (as amended) ("SCA Rulebook"), or otherwise. Any offering to be made in the UAE is to be made only to certain persons who are "professional investors" as defined in the SCA Rulebook and have confirmed the same. This Announcement and the information referred to herein must therefore not be delivered to, or relied on by, any other person in the UAE. The UAE Authorities assume no liability for any investment that the original recipient makes as a professional investor.
This Announcement and the offering of the Placing Shares relates to an Exempt Offer in accordance with the Financial Services Regulatory Authority's ("FSRA") Financial Services and Markets Regulations and the FSRA's Market Rules. It does not constitute a public offering of the Placing Shares in the Abu Dhabi Global Market (the "ADGM"). This Announcement is intended for distribution only to persons who meet the Professional Client criteria set out in Rule 2.4 of the FSRA's Conduct of Business Rulebook (COBS). It must not be delivered to, or relied on by, any other person in the ADGM. The FSRA has no responsibility for reviewing or verifying any documents in connection with an Exempt Offer. The FSRA has not approved this Announcement or taken steps to verify the information set out in it and has no responsibility for it. The Placing Shares may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement, you should consult an authorised financial adviser.
No prospectus has been lodged or filed with, or registered by, the Australian Securities and Investments Commission, any securities commission or similar regulatory authority of any Canadian jurisdiction, the Japanese Ministry of Finance or the South African Companies and Intellectual Property Commission; and the Placing Shares have not been, and nor will they be, registered or qualified for public distribution under the securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into, Australia, Canada, Japan or South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Canada, Japan or South Africa.
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 which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This communication is directed only at: (a) persons in the United Kingdom who are "qualified investors" (within the meaning of the UK Prospectus Regulation) (i) who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities or other persons falling within Article 49(2)(a) to (d) of the Order; (b) persons in a member state of the European Economic Area who are "qualified investors" (within the meaning of the EU Prospectus Regulation), (c) persons in the United States, who are certain qualified institutional buyers ("QIBs") (as defined in Rule 144A under the Securities Act; (d) persons in Canada who are both "accredited investors" within the meaning of National Instrument 45-106 (or, in Ontario, section 73.3(1) of the Securities Act (Ontario), as applicable) and "permitted clients" within the meaning of National Instrument 31-103; (e) persons in Australia who are "sophisticated investors" or "professional investors" (within the meaning of sections 708(8), and 708(11), respectively, of the Corporations Act)), being persons to whom an offer of securities can be made without a disclosure document under chapter 6D of the Corporations Act; (f) persons in South Africa who fall within the exemptions set out in sections 96(1)(a) or 96(1)(b) of the SA Companies Act; (g) in the UAE, persons who are "professional investors" as defined in the SCA Rulebook; (h) in the ADGM, persons who meet the professional client criteria set out in Rule 2.4 of the Conduct of Business Rulebook (COBS) of the FSRA of the ADGM; (i) in Switzerland, persons who are purchasing, or are deemed to be purchasing, as principal and who are "professional clients" within the meaning of the Swiss Financial Services Act; and (j) persons to whom it may otherwise be lawfully communicated (all such persons referred to above being "Relevant Persons"). 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. Any investment in connection with the Placing will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.
Each of Barclays and Morgan Stanley is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Each of the Bookrunners is acting exclusively for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing or any other matter referred to in this Announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Barclays or its affiliates or of Morgan Stanley or its affiliates, or for providing advice in relation to the Placing or any other matter referred to in this Announcement. Neither of the Bookrunners or any of their respective affiliates is acting for the Company with respect to the Retail Offer or the Subscription.
This Announcement is being issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either of the Bookrunners or any of their respective affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of either of the Bookrunners or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. No representation or warranty, express or implied, is made by either of the Bookrunners or any of their respective affiliates as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this Announcement and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.
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 either of the Bookrunners.
This Announcement contains (or may contain) certain forward-looking statements, beliefs or opinions, with respect to certain of the Company's current expectations and projections about future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning or the negative thereof, include all matters that are not historical facts and reflect the Company's directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions 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. These statements are subject to unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. 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. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, none of the Company, the Bookrunners or any of such persons' respective directors, officers, employees, agents, affiliates or advisers assume any responsibility or obligation to update, amend or revise publicly or review any of the forward-looking statements contained in this Announcement. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is 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. The price and value of securities can go down as well as up. Past performance of the Company cannot be relied on as a guide to future performance. Persons reading this Announcement are cautioned not to place undue reliance on such forward-looking statements.
In connection with the Placing, each of the Bookrunners and any of their respective affiliates, acting as investors for their own account, 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 their own accounts 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, the Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps, warrants and contracts for difference) with investors in connection with which the Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. Neither of the Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Each of the Bookrunners and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Bookrunners and their respective affiliates may provide such services to the Company and/or its affiliates in the future.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Investors and prospective investors should conduct their own investigation, analysis and evaluation of the business and data described in this Announcement. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK 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 UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
Terms and Conditions - Important Information for Placees Only Regarding the Placing
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA ("SOUTH AFRICA") OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.
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.
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 PLACING SHARES IN THE UNITED KINGDOM WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE UK PROSPECTUS REGULATION (AS DEFINED BELOW) FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS. ALL OFFERS OF PLACING SHARES IN THE EUROPEAN ECONOMIC AREA ("EEA") WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE EU PROSPECTUS REGULATION (AS DEFINED BELOW) FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS.
THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 (AS AMENDED) (THE "EU PROSPECTUS REGULATION") AS IT FORMS PART OF ENGLISH LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS") AND WHO ARE: (i) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER"); OR (ii) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; (B) IN A MEMBER STATE OF THE EEA, PERSONS WHO ARE QUALIFIED INVESTORS WITIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION, INCLUDING ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE ("EU QUALIFIED INVESTORS"); (C) IN THE UNITED STATES, PERSONS WHO ARE QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (EACH A "QIB")); (D) IN CANADA, PERSONS WHO ARE BOTH "ACCREDITED INVESTORS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 45-106 (OR, IN ONTARIO, SECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE) AND "PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103; (E) IN AUSTRALIA, PERSONS WHO ARE: (i) EITHER "SOPHISTICATED INVESTORS" WITHIN THE MEANING OF SECTION 708(8) OF THE AUSTRALIAN CORPORATIONS ACT 2001 (CTH) (THE "CORPORATIONS ACT")) OR "PROFESSIONAL INVESTORS" WITHIN THE MEANING OF SECTION 9 AND SECTION 708(11) OF THE CORPORATIONS ACT; AND (ii) A "WHOLESALE CLIENT" FOR THE PURPOSES OF SECTION 761G(7) OF THE CORPORATIONS ACT (AND RELATED REGULATIONS) WHO HAS COMPLIED WITH ALL RELEVANT REQUIREMENTS IN THIS RESPECT; (F) IN SOUTH AFRICA, PERSONS WHO FALL WITHIN THE EXEMPTIONS SET OUT IN SECTIONS 96(1)(A) OR 96(1)(B) OF THE SOUTH AFRICAN COMPANIES ACT, NO 71 OF 2008 ("SA COMPANIES ACT"); (G) IN THE UNITED ARAB EMIRATES (THE "UAE"), PERSONS WHO ARE PROFESSIONAL INVESTORS AS DEFINED IN THE UAE SECURITIES AND COMMODITIES AUTHORITY'S (THE "SCA") BOARD OF DIRECTORS RESOLUTION NUMBER 13 B.C OF 2021 ON THE REGULATIONS MANUAL OF THE FINANCIAL ACTIVITIES AND STATUS REGULARIZATION MECHANISMS (AS AMENDED) ("SCA RULEBOOK"); (H) IN THE ABU DHABI GLOBAL MARKET (THE "ADGM"), PERSONS WHO MEET THE PROFESSIONAL CLIENT CRITERIA SET OUT IN RULE 2.4 OF THE CONDUCT OF BUSINESS RULEBOOK (COBS) OF THE FINANCIAL SERVICES REGULATORY AUTHORITY (THE "FSRA") OF THE ADGM; (I) IN SWITZERLAND, PERSONS WHO ARE PURCHASING, OR ARE DEEMED TO BE PURCHASING, AS PRINCIPAL AND WHO ARE "PROFESSIONAL CLIENTS" WITHIN THE MEANING OF THE SWISS FINANCIAL SERVICES ACT ("FinSA"); AND (J) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS AND BY ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. 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 CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
The Placing Shares have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the Placing Shares may not be offered, sold, taken up, resold, transferred or delivered directly or indirectly in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States. The Placing Shares are being offered and sold outside the United States in offshore transactions in accordance with Regulation S under the Securities Act ("Regulation S"). Any offering to be made in the United States is to be made only to certain QIBs pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any proposed offering of Placing Shares, or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.
A prospectus qualifying the Placing Shares for distribution has not been, and will not be, filed with any securities commission or similar regulatory authority of any jurisdiction of Canada. No such authority has reviewed, expressed an opinion about or in any way passed upon the Placing or the Placing Shares, and it is an offence to claim otherwise. Any offering of the Placing Shares in Canada will be made on a private placement basis only in the provinces of British Columbia, Alberta, Ontario and Quebec, in reliance on exemptions from the requirements under applicable Canadian securities laws that the Company file and obtain a receipt for a prospectus for any distribution of securities. No offer of securities is made pursuant to this Announcement in Canada except to a person who has represented to the Company and the Bookrunners that such person (i) is purchasing as principal for its own account, or is deemed under applicable Canadian securities laws to be purchasing as principal, for investment only and not with a view to resale or distribution; (ii) is both an "accredited investor" as defined in section 1.1 of National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators (or, in Ontario, as defined in section 73.3(1) of the Securities Act (Ontario), as applicable) and also a "permitted client" as defined in section 1.1 of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations of the Canadian Securities Administrators; and (iii) was not created, and is not used, solely to purchase or hold securities as an accredited investor. Any resale of Placing Shares into Canada or acquired by a Canadian investor in the Placing must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction (both of the investor and the person to whom the Placing Shares are being resold), and may require that resales be made in accordance with Canadian prospectus requirements or pursuant to an available exemption therefrom or transaction not subject thereto. These resale restrictions may under certain circumstances apply to resales of Placing Shares outside of Canada. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering memorandum (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 the securities legislation of the purchaser's province or territory. The purchaser 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 adviser. Pursuant to section 3A.3 of National Instrument 33-105 - Underwriting Conflicts of the Canadian Securities Administrators, the Global Joint Co-ordinators are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Corporations Act or a product disclosure statement under Chapter 7 of the Corporations Act and will not be lodged with the Australian Securities and Investments Commission. No offer of securities is made pursuant to this Announcement in Australia except to a person who is (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act; and (ii) a "wholesale client" for the purposes of section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect. No Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.
In Switzerland, the Placing Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal and who are "professional clients" within the meaning of FinSA. This Announcement does not constitute a prospectus pursuant to FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of the Placing Shares. The Placing Shares will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland.
The Placing of the Placing Shares as set out in this Announcement does not constitute, advertise or relate to an offer to the public (as defined in the SA Companies Act) for the sale of or subscription for, or the solicitation of an offer to buy or subscribe for, securities or an opportunity to invest in a collective investment scheme in South Africa (as contemplated in the South African Collective Investment Scheme Control Act, 2002). In South Africa, the Placing Shares will not be offered to any person in any manner which could be construed as an offer to the public in terms of the SA Companies Act and is only directed at financial institutions and other persons who are referred to in section 96(1)(a) of the SA Companies Act, or persons who subscribe, as principal, for the Placing Shares at a total acquisition cost of ZAR1 000 000 or more, as contemplated in section 96(1)(b) of the SA Companies Act ("SA Qualifying Investor"). Any person who is not a SA Qualifying Investor will not be entitled to acquire any securities offered for sale or subscription as described in this Announcement or otherwise act thereon. The offering of the Placing Shares to SA Qualifying Investors is exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in South Africa. This Announcement and the terms and conditions set out in this appendix do not, nor are they intended to, constitute a prospectus registered under the SA Companies Act and accordingly, do not comply with the substance and form requirements for prospectuses set out in the SA Companies Act and the South African Companies Regulations of 2011. No prospectus has been lodged with, or registered by, the South African Companies and Intellectual Property Commission. Nothing in this Announcement should be viewed, or construed, as "advice" as that term is used in the FMA and/or the SA FAIS Act and nothing in this Announcement or pursuant to the Placing should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.
This Announcement and the offering of the Placing Shares has not been approved or licensed by the UAE Central Bank, the SCA, the Dubai Financial Services Authority, or any other relevant licensing authorities or governmental agencies in the UAE (the "UAE Authorities") and accordingly does not constitute a public offering of the Placing Shares in the UAE in accordance with the Federal Law No. 32 of 2021 Concerning Commercial Companies (as amended), the SCA Rulebook or otherwise. Any offering to be made in the UAE is to be made only to certain persons who are Professional Investors as defined in the SCA Rulebook and have confirmed the same. This Announcement and the information referred to herein must therefore not be delivered to, or relied on by, any other person in the UAE. The UAE Authorities assume no liability for any investment that the original recipient makes as a professional investor.
This Announcement and the offering of the Placing Shares relates to an Exempt Offer in accordance with the FSRA's Financial Services and Markets Regulations and the FSRA's Market Rules. It does not constitute a public offering of the Placing Shares in the ADGM. This Announcement is intended for distribution only to persons who meet the Professional Client criteria set out in Rule 2.4 of the FSRA's Conduct of Business Rulebook (COBS). It must not be delivered to, or relied on by, any other person in the ADGM. The FSRA has no responsibility for reviewing or verifying any documents in connection with an Exempt Offer. The FSRA has not approved this Announcement or taken steps to verify the information set out in it and has no responsibility for it. The Placing Shares may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement, you should consult an authorised financial adviser. No prospectus has been lodged or filed with, or registered by, the Australian Securities and Investments Commission, any securities commission or similar regulatory authority of any Canadian jurisdiction, the Japanese Ministry of Finance or the South African Companies and Intellectual Property Commission; and the Placing Shares have not been, and nor will they be, registered or qualified for distribution under the securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Canada, Japan or South Africa.
This Announcement, and the information contained herein, is restricted and is not for publication, release, transmission, forwarding or distribution, directly or indirectly, in whole or in part, to persons in the United States, Australia, Canada, Japan or South Africa or in or into any jurisdiction in which such publication or distribution is unlawful (each a "Restricted Territory"). The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Bookrunners or any of its or their respective affiliates, agents, directors, officers or employees which would, or is intended to, 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 any such action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and the Bookrunners to inform themselves about, and to observe, any such restrictions.
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.
All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation or the EU Prospectus Regulation (as applicable) from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
Each of the Bookrunners is acting exclusively for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing or any other matter referred to in this Announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matter referred to in this Announcement.
This Announcement is being issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either of the Bookrunners or any of their respective affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of either of the Bookrunners or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) is therefore expressly disclaimed. No representation or warranty, express or implied, is made by either of the Bookrunners or any of their respective affiliates as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this Announcement and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.
None of the Company, the Bookrunners or their respective affiliates or agents makes any representation or warranty, express or implied, to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.
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.
By participating in the Placing, Placees 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 (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained herein. In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges, without limitation, that:
(1) it is a Relevant Person (as defined above) 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;
(2) it is and, at the time the Placing Shares are acquired, will be either: (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" in accordance with Regulation S; or (ii) a QIB who has duly executed a US investor letter in a form satisfactory to the relevant Bookrunner;
(3) if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation: (i) 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 the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of the Bookrunners have been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
(4) if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation: (i) 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 any member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of the Bookrunners have been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons.
The Company and each of the Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, agreements and acknowledgements in addition to those described elsewhere in this Announcement.
Bookbuild
Following this Announcement, the Bookrunners will commence the Bookbuild to determine demand for participation in the Placing by Placees and to establish the Offer Price. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect and will close at the discretion of the Bookrunners. The Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
Details of the Placing Agreement and the Placing Shares
The Company and the Bookrunners have today entered into the Placing Agreement, under which, subject to the terms and conditions set out therein, each of the Bookrunners has agreed to use reasonable endeavours, as agents of the Company, to procure subscribers for the Placing Shares and, to the extent that any Placee defaults in paying the Offer Price in respect of any of the Placing Shares allocated to it, each of the Bookrunners has agreed, severally and not jointly or jointly and severally, to subscribe for such defaulted Placing Shares at the Offer Price.
The final number of Placing Shares and the Offer Price will be agreed between the Company and the Bookrunners at the close of the Bookbuild and will be recorded in the terms of sale to be executed by the Company and the Bookrunners (the "Terms of Sale"). Bookrunners Details of the number of Placing Shares and the Offer Price will be announced as soon as practicable after the close of the Bookbuild.
The Placing is conditional upon the Placing Agreement becoming unconditional in all respects, including, inter alia, Admission (as defined below) occurring not later than 8.00 a.m. (London time) on 12 January 2024 (or such later time and/or date as may be agreed between the Company and the Bookrunners), the execution of the Terms of Sale and the warranties in the Placing Agreement not being untrue or inaccurate or misleading when made nor becoming untrue or inaccurate or misleading by reference to the facts and circumstances existing at the time. The Placing Agreement is also subject to other customary conditions and termination rights.
The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.
Applications for Admission
Applications will be made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium listing segment of the Official List of the FCA (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or before 8.00 a.m. (London time) on 12 January 2024 (or such later time and/or date as may be agreed between the Company and the Bookrunners) and that dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Each of the Bookrunners is acting as joint global co-ordinator, joint bookrunner and agent of the Company in connection with the Placing.
2. Participation in the Placing will only be available to persons who are Relevant Persons or who may lawfully be, and are, invited to participate by the Bookrunners.
3. The Bookrunners and their respective affiliates and/or their agents are each entitled to participate in the Placing as principal.
4. The Placing Shares, if issued, will be issued to Placees at the Offer Price (a single price which will be established by the Bookbuild) and the Offer Price and the number of Placing Shares will be determined by the Company in consultation with the Bookrunners following completion of the Bookbuild. Any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules of the FCA. The Offer Price and the final number of Placing Shares to be issued will be announced via a Regulatory Information Service ("RIS") following the completion of the Bookbuild.
5. To bid in the Bookbuild, Placees should communicate their bid by telephone and/or in writing to their usual sales contact at the relevant Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Offer Price, which is ultimately established by the Company in consultation with the Bookrunners, or at prices up to a price limit specified in its bid. Each Bookrunner reserves the right not to accept a bid (either in whole or in part) from a potential Placee. Bids may also be scaled back by the Bookrunners on the basis referred to in paragraph 7 below.
6. 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 Placee on behalf of which it is made and, except with the Bookrunners' consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to each of the Bookrunners, as agent for and on behalf of the Company, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Offer Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot.
7. The Bookbuild will open with immediate effect. The Bookbuild is expected to close no later than 5.00 p.m. (London time) on 10 January 2024 but may be closed earlier or later at the discretion of the Company and the Bookrunners. The Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed for by any Placee in the event of an oversubscription under the Placing. The Bookrunners also reserve the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.
8. Each prospective Placee's allocation in the Bookbuild ("Placing Participation") will be determined by the Company in consultation with the Bookrunners and their Placing Participation will be confirmed orally and/or via written correspondence by the relevant Bookrunner as agent of the Company following the close of the Bookbuild, and a trade confirmation/contract note will be dispatched thereafter. This oral and/or written confirmation from either of the Bookrunners constitutes an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Bookrunners and the Company to subscribe for the number of Placing Shares allocated to it at the Offer Price on the terms and conditions set out in this Appendix and in accordance with the articles of association of the Company. The terms and conditions of this Announcement will be deemed to be incorporated in that trade confirmation, contract note or such other (oral or written) confirmation and will be legally binding on the Placee on behalf of which it is made.
9. The allocation of Placing Shares to Placees located in the United States or Canada shall be conditional on the execution by each Placee of an investor representation letter in the form provided to it by the relevant Bookrunner.
10. Irrespective of the time at which a Placee's Placing Participation is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made on the same day, on the basis explained below under "Registration and Settlement".
11. Completion of the Placing will be subject to the 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". In the event that the Placing Agreement does not become unconditional in any respect or is terminated, the Placing will not proceed.
12. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee and is not subject to any further conditions or requirements other than those set out in this Announcement or the Placing Agreement.
13. To the fullest extent permissible by law, neither the Bookrunners nor the Company nor any of their affiliates, agents, directors, officers, consultants or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Bookrunners nor any of their affiliates, agents, directors, officers, consultants or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the Bookbuild (including the Bookrunners entering or not entering into the Terms of Sale) or of such alternative method of effecting the Placing as the Bookrunners 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 prior to Admission. The Placing Agreement is conditional on, inter alia:
(a) the Bookrunners and the Company entering into the Terms of Sale, which requires agreement being reached between the Company and the Bookrunners on the Offer Price and the final number of Placing Shares to be issued pursuant to the Placing;
(b) none of the warranties in the Placing Agreement being untrue, inaccurate or misleading in any respect when made or becoming, inaccurate or misleading in any respect by reference to the facts and circumstances existing at the time;
(c) the sale and purchase agreement in respect of the Acquisition (the "Acquisition Agreement") having been duly executed and delivered by the parties thereto, having been performed to the extent required prior to Admission in accordance with its terms and not being varied (in any respect), modified (in any respect), supplemented, rescinded or terminated (in whole or in part);
(d) the Company having complied, in all material respects, with its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Admission);
(e) in the opinion of either of the Bookrunners, there not having occurred a material adverse change, whether or not foreseeable at the date of the Placing Agreement;
(f) the Company allotting and issuing the Placing Shares, prior to and conditional only on Admission, in accordance with the terms of the Placing Agreement; and
(g) Admission taking place not later than 8.00 a.m. (London time) on 12 January 2024 or such later time and/or date as the Company and the Bookrunners may otherwise agree.
The Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive fulfilment, in whole or in part, of any or all of the conditions in the Placing Agreement, other than that relating to, inter alia, Admission (to the extent permitted by law or regulations), by giving notice in writing to the Company. Any such waiver will not affect Placees' commitments as set out in this Announcement.
If (i) any of the conditions contained in the Placing Agreement have not been fulfilled or waived by the Bookrunners by the applicable time or date where specified (or such later time and/or date as the Company and the Bookrunners may agree), (ii) any of the conditions contained in the Placing Agreement becomes incapable of being satisfied or (iii) the Placing Agreement is terminated in accordance with its terms (as summarised below), the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
None of the Bookrunners, the Company, nor any of their or its respective affiliates, agents, directors, officers, consultants or employees, nor any other person, shall have any liability, whether in contract, tort or otherwise, 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 or for entering or not entering into the Terms of Sale and by participating in the Bookbuild and the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunners and the Company. Placees will have no rights against either of the Bookrunners, the Company or any of their or its respective members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
Termination of the Placing Agreement
Either of the Bookrunners is entitled, at any time before Admission and in accordance with its terms, to terminate the Placing Agreement by giving notice to the Company if, inter alia:
(a) any of the conditions under the Placing Agreement have become incapable of satisfaction before the latest time provided in the Placing Agreement, or any of such conditions has not been satisfied before the latest time provided in the Placing Agreement and (if capable of waiver) has not been waived by the Bookrunners; or
(b) there has been: (i) the suspension of trading in securities generally on the London Stock Exchange or the New York Stock Exchange or Nasdaq, or trading is limited or minimum prices established on any such exchange; (ii) the declaration of a banking moratorium in London or by the US federal or New York State authorities or by any EEA member state or any material disruption to commercial banking or securities settlement or clearance services in the US or the UK or the EEA; (iii) an adverse change or a prospective adverse change since the date of the Placing Agreement in UK taxation affecting the Ordinary Shares or the transfer thereof; or (iv) any change, or development involving a prospective change, in national UK, United States, European or international financial, economic, political, industrial or market conditions or currency exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK, any member state of the EEA or the US of a national emergency or war or any other calamity or crisis and whether or not foreseeable at the date of the Placing Agreement, in the case of each of (i) to (iv) above, which either of the Bookrunners considers to be likely to have an adverse effect on the financial or trading position or the business or prospects of the Company's group (the "Group") as a whole or the Group as enlarged by the Acquisition (the "Enlarged Group") which is material in the context of the Group as a whole or the Enlarged Group as a whole or which renders the Placing, the Acquisition and/or Admission impracticable or inadvisable in any material respect.
Upon such termination, 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 and the Placing will not proceed.
By participating in the Placing, Placees agree that the exercise by either Bookrunner of any right of termination or by either Bookrunner of any other discretion under the Placing Agreement, shall be within the absolute discretion of the relevant Bookrunner and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
Lock-up
The Company has undertaken to the Bookrunners that, between the date of the Placing Agreement and 150 calendar days from the date of Admission, it will not issue Ordinary Shares or enter into certain transactions involving or relating to the Ordinary Shares (other than relevant securities to be issued in respect of options or rights pursuant to share option or incentive plans operated by the Company or any member of its group and in existence as at the date of the Placing Agreement, the grant of options to shares to employees in the ordinary course of business or relevant securities to be issued under the WaterShare+ scheme) in each case without the prior written consent of the Bookrunners.
By participating in the Placing, Placees agree that the exercise by the Bookrunners of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Bookrunners and that they need not make any reference to, or consultation with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
No Prospectus
No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Bookbuild or the Placing and no such prospectus is required (in accordance with the UK Prospectus Regulation or the EU Prospectus Regulation) to be published. Placees' commitments will be made solely on the basis of the information contained in this Announcement released by the Company today and any information publicly announced to a RIS 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 trade confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Bookbuild and the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or the Bookrunners or any other person and none of the Company nor the Bookrunners nor any person acting on its or their behalf nor any of its or their affiliates is or will be liable for any Placee's decision to participate in the Bookbuild and the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in participating in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BNNTLN49) following Admission will take place within the CREST system, subject to certain exceptions. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunners may agree that the Placing Shares should be issued in certificated form.
The Bookrunners and the Company reserve the right to require settlement for the Placing Shares (or a portion thereof), and to deliver the Placing Shares (or a portion thereof) to Placees, by such other means as they deem necessary or in certificated form if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
Following the closing of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note or trade confirmation stating the number of Placing Shares to be allocated to it at the Offer Price, the aggregate amount owed by such Placee to the relevant Bookrunner and settlement instructions. Each such Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions as set out in the contract note or trade confirmation. It is expected that such contract note or trade confirmation will be despatched on or around 10 January 2024 and that this will also be the trade date.
It is expected that settlement will be on 12 January 2024 on a delivery versus payment basis in accordance with the instructions set out in the contract note or trade confirmation unless otherwise notified by the relevant Bookrunner. 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 SONIA as determined by the Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunners (as agents for and on behalf of the Company) may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, an amount equal to the aggregate amount owed by the Placee for the Placing Shares sold plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it for the Placing Shares and may be required to bear any capital duty or stamp duty or stamp duty reserve tax or other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (together with any interest, fines or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. Each Placee confers on the Bookrunners all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which either of the Bookrunners lawfully undertakes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the electronic contract note or trade confirmation is forwarded 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 issued, allotted, delivered and registered free from any liability to United Kingdom stamp duty or United Kingdom stamp duty reserve tax. If there are any circumstances in which any other capital duty or stamp duty or stamp duty reserve tax or other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (together with interest, fines and penalties) is payable in respect of the Placing Shares, none of the Bookrunners or the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Bookbuild or the Placing.
Representations and warranties and further terms
By submitting a bid and/or participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, undertakes, acknowledges, confirms and agrees with the Company and each of the Bookrunners, in each case as a fundamental term of its participation, that:
1. it has carefully read and understood this Announcement, including this Appendix, in its entirety and that its participation in the Bookbuild and the Placing and 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 it has not relied on, and will not rely on, any other 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, other than those contained in this Announcement. It further agrees that these terms and conditions represent the whole and only agreement between each Placee, the Company and the Bookrunners in relation to each Placing Participation and supersede any previous agreement between any of these parties in relation to such Placing Participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Each Placee agrees that neither the Company nor the Bookrunners, nor any of its or their respective officers or directors, will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
2. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a RIS by or on behalf of the Company simultaneously with or prior to the publication of this Announcement, including, inter alia, the announcement released by the Company in respect of the Acquisition (the "Publicly Available Information") and the Exchange Information as defined and referred to below; (ii) the Ordinary Shares are admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities and the Company is therefore required to publish certain business and financial information in accordance with the market abuse regulation (EU No. 596/2014) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), and the rules and practices of the FCA and the London Stock Exchange (collectively and together with the Publicly Available Information, the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and it has reviewed such Exchange Information as it has deemed necessary and that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
3. no offering document or prospectus has been, or will be, prepared in connection with the Placing and represents and warrants that it has not received a prospectus or other offering document in connection therewith;
4. the content of this Announcement is exclusively the responsibility of the Company and that neither of the Bookrunners nor any of their respective affiliates, agents, directors, officers, consultants or employees nor any person acting on their behalf has or shall have any liability, in contract, tort or otherwise for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Bookbuild and the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously or contemporaneously published by the Company by notification to a RIS, 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 representations, warranties or statements made by either of the Bookrunners or the Company and neither of the Bookrunners nor the Company 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 of the Bookrunners or any of their respective affiliates 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;
5. none of the Bookrunners nor the Company nor any of their respective affiliates, agents, directors, officers, consultants or employees or any person acting on behalf of any of them has provided, nor will they provide, it with any material regarding the Placing Shares or the Company or any other person other than the information contained in this Announcement; nor has it requested any of the Bookrunners or the Company, any of their affiliates or any person acting on behalf of any of them to provide it with any such material or information;
6. (i) either (A) it is outside the United States, will be outside the United States at the time that any buy order for Placing Shares is originated by it and is acquiring the Placing Shares in an "offshore transaction" within the meaning of and pursuant to Regulation S; or (B) it is a QIB that will deliver to the relevant Bookrunner an investor representation letter in the form provided to it and it is acquiring the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB, it is acquiring the Placing Shares for investment purposes only and not with a view to any distribution or for resale in connection with the distribution thereof in whole or in part, in the United States and it has the full power to make the acknowledgements, representations and agreements herein on behalf of each such account; and (ii) that it is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) or any form of "directed selling efforts" (as defined in Regulation S);
7. the Placing Shares have not been and will not be registered under the Securities Act or under the securities law of any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority;
8. the Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and, so long as the Placing Shares are "restricted securities", it will not deposit the Placing Shares into any unrestricted depositary receipt facility maintained by any depositary bank in respect of the Company's shares. It will not reoffer, sell, pledge or otherwise transfer the Placing Shares except: (i) in an offshore transaction in accordance with Regulation S under the Securities Act; (ii) in the United States to QIBs pursuant to Rule 144A; or (iii) pursuant to Rule 144 under the Securities Act (if available) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in compliance with all applicable securities laws of the United States or any state or other jurisdiction of the United States;
9. that it will not distribute, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing, in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
10. unless otherwise specifically agreed with the Bookrunners, it is not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of Australia, Canada, Japan or South Africa or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares and it further acknowledges that the Placing Shares have not been and will not be registered or qualified for public distribution under the securities legislation of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any other jurisdiction where any such action for that purpose is required;
11. it has neither received nor relied upon any inside information (as defined under UK MAR) about the Company in accepting an invitation to participate in the Placing. For the avoidance of doubt, market soundings (as defined in UK MAR) were taken in respect of the matters contained in this Announcement, with the result that certain persons became aware of such inside information as permitted by UK MAR. That inside information is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of UK MAR. Upon the publication of this Announcement, the inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information in relation to the Company and its securities. Each prospective Placee undertakes that, in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the UK MAR, prior to the information being made publicly available;
12. it has complied with its obligations under the Criminal Justice Act 1993, UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, the Bookrunners have not received such satisfactory evidence, the Bookrunners may, in their absolute discretion, terminate the Placee's Placing Participation in which event all funds delivered by the Placee to the Bookrunners will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
13. it is a Relevant Person and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
14. in particular, (i) if in the United Kingdom, it is a UK Qualified Investor and is a person (A) having professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or (B) who is a high net worth entity or other person falling within Article 49(2)(a) to (d) of the Order, or (C) to whom this Announcement may otherwise lawfully be communicated and (ii) if in a member state of the EEA, it is an EEA Qualified Investor;
15. if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation: (i) any Placing Shares acquired by it in the Placing will not be acquired on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of the Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
16. if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing will not be acquired on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of the Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
17. that any offer of Placing Shares may only be directed at persons in the UK who are UK Qualified Investors and it represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to UK Qualified Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;
18. that any offer of Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and it 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 EU 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 EU Prospectus Regulation;
19. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and agrees that this Announcement has not been approved by either of the Bookrunners in their respective capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
20. it has complied and will comply with all applicable laws (including all relevant provisions of FSMA) with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
21. if in Australia, it is: (i) a person who is either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a "professional investor" within the meaning of section 9 and 708(11) of the Corporations Act; and (ii) a "wholesale client" as defined in section 761G of the Corporations Act, and it will not offer for sale (or transfer, assign or otherwise alienate) Placing Shares to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act, and the issue of the Placing Shares to it does not require a prospectus, product disclosure statement or other form of disclosure document under the Corporations Act;
22. if in Canada, it: (i) is purchasing as principal for its own account, or is deemed under applicable Canadian securities laws to be purchasing as principal, for investment only and not with a view to resale or distribution; (ii) is both an "accredited investor" as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions of the Canadian Securities Administrators (or, in Ontario, as defined in section 73.3(1) of the Securities Act (Ontario), as applicable) and also a "permitted client" as defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations of the Canadian Securities Administrators; (iii) was not created, and is not used, solely to purchase or hold securities as an accredited investor; and (iv) will provide such information regarding the Placee as may be required to enable the Company and/or the Bookrunners to comply with any filing obligations under applicable Canadian securities laws in respect of a sale to the Placee of any Placing Shares;
23. if in Switzerland, it is a "professional client" within the meaning of FinSA;
24. if in South Africa, it is a financial institution or other person who is referred to in section 96(1)(a) of the SA Companies Act, or a person who has subscribed, as principal, for the Placing Shares at a total acquisition cost of ZAR1 000 000 or more, as contemplated in section 96(1)(b) of the SA Companies Act;
25. if in the UAE, it is a "professional investor" as defined in the SCA Rulebook and understands that this Announcement and the offering of the Placing Shares has not been approved or licensed by or registered with any of the UAE Authorities;
26. if in the ADGM, it meets the "Professional Client" criteria set out in Rule 2.4 of the FSRA's Conduct of Business Rulebook (COBS);
27. if it is an institutional investor for the purposes of the Currency and Exchanges Act 9 of 1933 ("Exchange Control Restrictions"), specifically: (i) a retirement fund or a long-term insurer, then the aggregate value of its Placing participation at the Offer Price does not and will not exceed 25% of the aggregate value of its retail assets, calculated in accordance with the Exchange Control Restrictions; or (ii) a collective investment scheme management company, or investment manager registered as an institutional investor with the Financial Surveillance Department, then the aggregate value of its Placing participation at the Offer Price does not and will not exceed 35% of the aggregate value of its retail assets, calculated in accordance with the Exchange Control Restrictions; and (iii) it has complied in all respects with the prudential regulations administered by the Financial Sector Conduct Authority of South Africa;
28. if resident in or registered under the laws of South Africa: (i) it accepts and acknowledges that this Announcement is not a registered prospectus (as that term is defined in the South African Companies Act) and will not be filed or registered with the South African Companies and Intellectual Property Commission or any other regulator in South Africa; (ii) it is one or more of the persons or entities referred to in section 96(1) of the South African Companies Act; and (iii) the Company will not be a registered collective investment scheme under the South African Collective Investment Scheme Control Act No. 45 of 2002 ("CISCA"), and nothing in this Announcement should be construed as constituting an opportunity to invest in a collective investment scheme in South Africa;
29. no action has been or will be taken by either the Company or either of the Bookrunners or any of its or their affiliates, agents, directors, officers or employees that would, or is intended to, permit a public 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 country or jurisdiction where any such action for that purpose is required;
30. neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted, allotted, issued or delivered to, a person who is mentioned in any of sections 67,70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services) and the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearance system;
31. (i) it is acting as principal only in respect of the Placing and has the power and authority to carry on the activities in which it is engaged, to subscribe for Placing Shares and to execute and deliver all documents necessary for such subscription; and/or (ii) if it is acting for any other person (A) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; (B) it exercises sole investment discretion as to each such person's account; and (C) it is and will remain liable to the Company and each of the Bookrunners 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). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
32. (i) it and any person acting on its behalf has the funds available to pay for and is entitled to subscribe for 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 fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in either of the Bookrunners, the Company or any of their respective affiliates, directors, officers, agents, employees or advisers acting in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any jurisdiction in connection with the Placing; and (iv) 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;
33. it 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;
34. it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement, including this Appendix, on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as the Bookrunners 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 of the Placing Shares and the placing proceeds of such Placing Shares and may be required to bear any capital duty or stamp duty or stamp duty reserve tax or other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (together with any interest, fines or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf. It confers on the Bookrunners all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which either of the Bookrunners lawfully undertakes in pursuance of such sale. It acknowledges that legal and/or beneficial title in and to any Placing Shares shall not pass to the it until it has fully complied with its obligations hereunder;
35. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that either of the Bookrunners or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
36. 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. None of the Bookrunners or the Company, any of its or their respective affiliates or any person acting on behalf of it or them will be responsible for any liability to capital duty or stamp duty or stamp duty reserve tax or other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and each of the Bookrunners in respect of the same (together with any and all costs, losses, claims, liabilities, penalties, interest, fines and expenses (including legal fees and expenses)) on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of a Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
37. the Placing does not constitute a recommendation or financial product advice and neither of the Bookrunners has had regard to its particular objectives, financial situation and needs;
38. the Placing does not constitute "advice" as that term is used in the FMA and/or the SA FAIS Act and should not be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa;
39. none of the Bookrunners, any of their respective affiliates, agents, directors, officers or employees, or any person acting on behalf of any of them, is making any recommendations to it or, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing advice in relation to the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either of the Bookrunners and that neither of the Bookrunners has any duties or responsibilities to it for providing the protections afforded to the Bookrunners' 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 its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right or other discretion;
40. that in making any decision to acquire the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares, (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of either of the Bookrunners, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, and (v) it will not look to the Company, either of the Bookrunners, any of their respective affiliates or any person acting on behalf of any of them for all or part of any such loss or losses it or they may suffer;
41. in connection with the Placing, each of the Bookrunners and their respective affiliates acting as an investor for its own account may take up Placing Shares in the Company and in that capacity may retain, purchase or sell for its own account such Placing 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 any of the Bookrunners or their respective affiliates acting in such capacity. In addition, each of the Bookrunners may enter into financing arrangements (including swaps, warrants and contracts for difference) with investors in connection with which the Bookrunners or their respective affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither of the Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
42. that a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed;
43. its commitment to acquire the Placing Shares on the terms set out herein and in the contract note or trade confirmation will continue notwithstanding any amendment that may in future be made to the terms of the Placing and Placees will have no right to be consulted or require that their consents be obtained with respect to the Company's or the Bookrunners' conduct of the Placing;
44. the exercise by the Bookrunners of any right of termination or any right of waiver exercisable by the Bookrunners contained in the Placing Agreement including, without limitation, the right to terminate the Placing Agreement and/or to enter into or refrain from entering into the Terms of Sale, is within the absolute discretion of the Bookrunners and the Bookrunners will not have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights. In particular, if (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived), or (ii) the Placing Agreement is terminated, or (iii) the Terms of Sale is not executed by the Bookrunners and the Company, or (iv) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and its rights (save as to return of funds) and obligations hereunder shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;
45. terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. Enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or either of the Bookrunners 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;
46. the Company, each of the Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are given to each of the Bookrunners on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and each of the Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein. It agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its subscribing and/or acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company and the Bookrunners;
47. it will indemnify on an after-tax basis and hold the Company and each of the Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
48. none of the Company or the Bookrunners owes any fiduciary or other duties to any Placee in respect of any acknowledgements, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement;
49. 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;
50. it acknowledges and agrees that information provided by it to the Company or the Company's registrar may be stored on the registrar's computer system and in hard copy. It acknowledges and agrees that for the purposes of applicable data protection legislation and regulations ("Data Protection Law") the registrar is required to specify the purposes for which it may hold personal data. The registrar will only use such information for the purposes set out below (collectively, the "Purposes"), being to:
a. process a Placee's personal data (including sensitive personal data) as required by or in connection with its holding of the Placing Shares, including processing personal data in connection with credit and money laundering checks on it;
b. communicate with a relevant Placee as necessary in connection with its affairs and generally in connection with its holding of Placing Shares;
c. provide personal data to such third parties as the registrar may consider necessary in connection with its affairs and generally in connection with a relevant Placee's holding of Placing Shares or as the Data Protection Law may require, including to third parties outside the United Kingdom or the EEA; and
d. without limitation, provide such personal data to the Company, the Global Joint Co-ordinators and their respective associates for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA;
51. in providing the Company and the registrar with information, it hereby represents and warrants to the Company and the registrar that it has obtained the consent of any data subjects to the Company and the registrar and its associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the purpose set out in paragraph 45(a) above); and
52. if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations.
The foregoing acknowledgements, confirmations, undertakings, representations and warranties are given for the benefit of each of the Company and the Bookrunners (for their own benefit and, where relevant, the benefit of their respective affiliates and any person acting on behalf of any of them) and are irrevocable.
No claim shall be made against the Company, the Bookrunners or any of their respective affiliates or any person acting on behalf of any of them by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant to this Announcement or the performance of its obligations pursuant to this Announcement or otherwise in connection with the Placing.
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 United Kingdom stamp duty and United Kingdom stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement is subject to the representations, warranties, indemnities and further terms above and assumes and is based on the warranty from each Placee that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of the Placing Shares), or the settlement relates to any other dealing in the Placing Shares, or any jurisdiction other than the United Kingdom imposes duties or taxes, stamp duty or stamp duty reserve tax or capital duty or other stamp, issue, securities, transfer, registration, documentary or other duties or taxes may be payable, for which none of the Company or either of the Bookrunners will be responsible and the Placees shall indemnify on an after-tax basis and hold harmless the Company and each of the Bookrunners and their respective affiliates, agents, directors, officers and employees for any such stamp duty or stamp duty reserve tax or capital duty or other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including interest, fines and penalties relating thereto) paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Bookrunners accordingly.
None of the Company or the Bookrunners is liable to bear any capital duty, stamp duty, stamp duty reserve tax and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, each of the Bookrunners and their respective affiliates, agents, directors, officers and employees from any and all such capital, stamp, stamp duty reserve tax, issue, securities, transfer, registration, documentary or other duties or taxes (including interest, fines or penalties relating thereto).
In this Announcement, "after-tax basis" means in relation to any payment made to the Company, either of the Bookrunners or their respective affiliates, agents, directors, officers and employees pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.
When a Placee or person acting on behalf of the Placee is dealing with the Bookrunners, any money held in an account with a Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Bookrunners' money in accordance with the client money rules and will be used by the Bookrunners in the course of their own business and the Placee will rank only as a general creditor of the Bookrunners.
All times and dates in this Announcement may be subject to amendment by the Bookrunners (in their absolute discretion). The Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. The rights and remedies of the Bookrunners and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
Time is of the essence as regards each Placee's obligations under this Announcement.
Each Placee may be asked to disclose in writing or orally to the Bookrunners (inter alia):
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
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