Proposed placing of new ordinary shares

This announcement contains inside information

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

AstraZeneca announces today its intention to raise up to approximately $3.5bn (the Placing Proceeds) through a placing of new ordinary shares in the Company (Placing Shares) with both existing and new institutional investors (the Placees) (the Placing).

The net proceeds of the proposed Placing are intended to be used: (i) to fund upfront and near-term payments in respect of the Company’s global development and commercialisation collaboration agreement with Daiichi Sankyo Company Limited (Daiichi Sankyo) for trastuzumab deruxtecan (DS-8201) announced by the Company today (the Transaction); (ii) for the repayment of the Company’s $1bn, 1.95% notes due on 18 September 2019; and (iii) for general corporate purposes, to improve the Company’s overall balance-sheet strength and liquidity.

The net impact of the Transaction and the Placing is expected to be neutral to AstraZeneca’s Core Earnings Per Share (EPS) in 2019, growing Core EPS accretion from 2020 to a significant contribution in 2023. AstraZeneca reconfirms its 2019 Product Sales and Core EPS guidance at constant exchange rates post-placing and transaction and confirms there is no change to the Company’s progressive dividend policy.

Further details in respect of the Transaction were announced today and can be found on https://www.astrazeneca.com/investor-relations/stock-exchange-announcements.html. The Transaction will become effective on 29 March 2019. The Placing is not conditional on completion of the Transaction.

Background

The collaboration with Daiichi Sankyo is expected to reinforce AstraZeneca’s science-led strategy in Oncology that is based on four key scientific platforms: tumour drivers & resistance, DNA damage response, Immuno-Oncology and antibody drug conjugates. It is also consistent with the Company’s financial objectives and investment priorities.

A total $1.35bn of the net Placing Proceeds will be used to pay the initial transaction consideration to Daiichi Sankyo, comprising $675m upfront and a further payment of $675m in 12 months’ time. In addition, it is expected to fund around $1bn of approval and sales-related contingent milestone payments of the Transaction that are projected to be incurred from 2020 to 2022.

The Company is committed to maintaining its strong, investment-grade credit ratings and the Transaction and the Placing have been structured as part of its deleveraging priority. As such, the remainder of the net Placing Proceeds will be used to reduce the Company’s net indebtedness, including the provision of funds to meet the upcoming maturity of the Company’s $1bn, 1.95% notes due on 18 September 2019. The remaining net Placing Proceeds will be held as cash and used for general corporate purposes.

The Company has consulted with a number of its leading shareholders regarding the rationale for the Placing and its non-pre-emptive nature ahead of this announcement. The proposed issue and allotment of the Placing Shares will be within the existing shareholder authorities granted to the Company at its annual general meeting held on 18 May 2018.

Financial considerations

The Board’s general capital-allocation policies remain unchanged, striking a balance between the interests of the business, financial creditors and the Company’s shareholders. After providing for investment in the business, supporting the progressive dividend policy and maintaining a strong, investment-grade credit rating, the Board will review potential investment in immediately earnings-accretive, value-enhancing opportunities.

The Core EPS impact of the Transaction is expected to be neutral in 2019, growing Core EPS accretion from 2020 to a significant contribution in 2023. As such, the Company considers it appropriate to make an exception to the aforementioned ‘immediately-accretive’ capital-allocation policy. As a result, the Transaction and the Placing do not affect the Company's financial guidance for 2019. Payments from Daiichi Sankyo will be recorded as Collaboration Revenue (formerly Externalisation Revenue) in the Company’s financial statements.

Details of the Placing

Goldman Sachs International (Goldman Sachs) and Morgan Stanley & Co. International plc

 (Morgan Stanley) are acting as joint global coordinators and joint bookrunners on behalf of the Company in connection with the Placing. Ondra LLP is acting as financial adviser to AstraZeneca in connection with the Placing.

The Placing is subject to the terms and conditions set out in the Appendix. The Bookrunners will today commence a book-building process in respect of the Placing (the Bookbuilding Process). The price per ordinary share at which the Placing Shares are to be placed (the Placing Price) will be decided at the close of the Bookbuilding Process. The book will open with immediate effect following publication of this Announcement. The timing of the closing of the book, pricing and allocations are at the joint discretion of the Bookrunners and the Company. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Application will be made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (together, Admission). Settlement for the Placing Shares and Admission is expected to take place on or around 8am on 2 April 2019. The Placing is conditional, among other things, upon Admission becoming effective. The Placing is also conditional upon the placing agreement, which was entered into between the Company and the Bookrunners shortly before this announcement (the Placing Agreement) not being terminated. The Appendix sets out further information relating to the Bookbuilding Process and the terms and conditions applicable to the Placing.

This Announcement should be read in its entirety. In particular, the information provided in the Important Notices section of this Announcement should be read and understood and the reader’s attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing described in the Appendix to this Announcement (which forms part of this Announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions of the Placing contained therein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

All investors who participate in the Placing will be required to indicate whether they wish to settle their allocation in Sterling or in US dollars at the same time as they place their order. The Placing Price in Sterling and US dollars will be provided by the Bookrunners at the time of communicating allocations to the Placees. The Placing Price in US dollars will be based on the WM/Reuters mid-point Dollar/Sterling exchange rate at the first hourly fixing time after the closing of the Bookbuilding Process

About AstraZeneca

AstraZeneca is a global, science-led biopharmaceutical company that focuses on the discovery, development and commercialisation of prescription medicines, primarily for the treatment of diseases in three therapy areas - Oncology, Cardiovascular, Renal & Metabolism and Respiratory. AstraZeneca operates in over 100 countries and its innovative medicines are used by millions of patients worldwide. For more information, please visit astrazeneca.com and follow us on Twitter @AstraZeneca.

 

Media Relations

 

 

Gonzalo Viña

UK/Global

+44 203 749 5916

Rob Skelding

UK/Global

+44 203 749 5821

Matt Kent

UK/Global

+44 203 749 5906

Jennifer Hursit

UK/Global

+44 203 749 5762

Christina Malmberg Hägerstrand

Sweden

+46 8 552 53 106

Michele Meixell

US

+1 302 885 2677

     

Investor Relations

 

 

Thomas Kudsk Larsen

 

+44 203 749 5712

Henry Wheeler

Oncology

+44 203 749 5797

Christer Gruvris

BioPharma - Cardiovascular; Metabolism

+44 203 749 5711

Nick Stone

BioPharma - Respiratory; Renal

+44 203 749 5716

Josie Afolabi

Other

+44 203 749 5631

Craig Marks

Finance; Fixed Income

+44 7881 615 764

Jennifer Kretzmann

Retail Investors; Corporate Access

+44 203 749 5824

US toll-free

 

+1 866 381 72 77

 

Important Notices

Subject to certain limited exceptions, this Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the United States), Australia, Canada, Japan or South Africa or any other state or jurisdiction in which the same would be unlawful, restricted, or unauthorised (each a Restricted Territory). This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (Securities Act) or the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any offering of the Placing Shares to be made in the United States will be made only to a limited number of “qualified institutional buyers” as defined in Rule 144A under the Securities Act pursuant to an exemption from the registration requirements of the Securities Act in a transaction not involving any public offering and will be made outside the United States in offshore transactions in accordance with Regulation S under the Securities Act (Regulation S). No public offering of the shares referred to in this announcement is being made in the United States, the United Kingdom, any Restricted Territory or elsewhere.

 

The distribution of this Announcement and the Placing of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions. The information contained in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of any information contained in this Announcement in whole or in part is unauthorised. Failure to comply with these restrictions may constitute a violation of the Securities Act or the applicable laws of other jurisdictions.

 

The Placing Shares have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the "FIEA"). The Bookrunners have represented and agreed that it will not offer or sell any Placing Shares, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

 

The offer and sale of the Placing Shares in Canada will only be made in Alberta, British Columbia, Quebec and Ontario (the Relevant Provinces) or to residents thereof and not in, or to the residents of, any other Province or Territory of Canada. The Placing Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or Subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Placing Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if there is a misrepresentation, provided that the remedies of 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 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Bookrunners are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this Placing.

 

 

This Announcement is directed only at: (A) persons in member states of the European Economic Area (the EEA) who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and includes any relevant implementing measure in each relevant member state of the EEA) (Qualified Investors); (B) persons in the United Kingdom who are Qualified Investors and who (i) have professional experience in matters relating to investments and 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 companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may lawfully be communicated; or (C) other persons to whom it may lawfully be communicated (all such persons together being referred to as Relevant Persons). Any investment activity 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 document or any of its contents.

 

This Announcement, including the Appendix, has been issued by, and is the sole responsibility, of the Company. This Announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, Japan or South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial adviser.

 

No representation or warranty, express or implied, is or will be made as to, or in relation to, and aside from the responsibilities and liabilities, if any, which may be imposed by the Financial Services and Markets Act 2000, as amended or the regulatory regime established thereunder or any other applicable regulatory regime, no responsibility or liability is or will be accepted by Goldman Sachs or Morgan Stanley nor any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees, agents or advisers or any other person as to or in relation to, the accuracy, completeness or sufficiency of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company, the Placing Shares or the Placing (including, without prejudice to the generality of the foregoing, any such information or opinions or for any errors or omissions), and any liability therefore is expressly disclaimed.

 

Goldman Sachs and Morgan Stanley, each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority in the United Kingdom, are each acting solely for the Company and no one else in connection with the Placing and Admission and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing and Admission or any transaction, arrangement or other matter referred to in this Announcement.

This Announcement contains certain forward-looking statements, including within the meaning of Section 27A of the Securities Act and Section 21E of the US Securities Exchange Act of 1934, as amended with respect to the operations, performance and financial condition of the Company and its group, including, among other things, statements about expected revenues, margins, earnings per share or other financial or other measures. Although we believe our expectations are based on reasonable assumptions, any forward-looking statements, by their very nature, involve risks and uncertainties and may be influenced by factors that could cause actual outcomes and results to be materially different from those predicted. The forward-looking statements reflect knowledge and information available at the date of preparation of this document and AstraZeneca undertakes no obligation to update these forward-looking statements. We identify the forward-looking statements by using the words 'anticipates', 'believes', 'expects', 'intends' and similar expressions in such statements. Important factors that could cause actual results to differ materially from those contained in forward-looking statements, certain of which are beyond our control, include, among other things: the loss or expiration of, or limitations to, patents, marketing exclusivity or trademarks, or the risk of failure to obtain and enforce patent protection; effects of patent litigation in respect of IP rights; the impact of any delays in the manufacturing, distribution and sale of any of our products; the impact of any failure by third parties to supply materials or services; the risk of failure of outsourcing; the risks associated with manufacturing biologics; the risk that R&D will not yield new products that achieve commercial success; the risk of delay to new product launches; the risk that new products do not perform as we expect; the risk that strategic alliances and acquisitions, including licensing and collaborations, will be unsuccessful; the risks from pressures resulting from generic competition; the impact of competition, price controls and price reductions; the risks associated with developing our business in emerging markets; the risk of illegal trade in our products; the difficulties of obtaining and maintaining regulatory approvals for products; the risk that regulatory approval processes for biosimilars could have an adverse effect on future commercial prospects; the risk of failure to successfully implement planned cost reduction measures through productivity initiatives and restructuring programmes; the risk of failure of critical processes affecting business continuity; economic, regulatory and political pressures to limit or reduce the cost of our products; failure to achieve strategic priorities or to meet targets or expectations; the risk of substantial adverse litigation/government investigation claims and insufficient insurance coverage; the risk of substantial product liability claims; the risk of failure to adhere to applicable laws, rules and regulations; the risk of failure to adhere to applicable laws, rules and regulations relating to anti-competitive behaviour; the impact of increasing implementation and enforcement of more stringent anti-bribery and anti-corruption legislation; taxation risks; exchange rate fluctuations; the risk of an adverse impact of a sustained economic downturn; political and socio-economic conditions; the risk of environmental liabilities; the risk of occupational health and safety liabilities; the risk associated with pensions liabilities; the impact of failing to attract and retain key personnel and to successfully engage with our employees; the risk of misuse of social medial platforms and new technology; and the risk of failure of information technology and cybercrime.

 

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. Any forward-looking statements in this Announcement reflect the Company’s view with respect to future events as at the date of this Announcement and are subject to risks relating to future events and other risks, uncertainties and assumptions. No assurances can be given that any forward-looking statements in this Announcement will be realised. The Company’s actual performance may differ materially from the impression created by any forward-looking statements contained in this Announcement. In addition, even if the Company’s actual performance is consistent with any forward-looking statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods.

 

The information contained in this Announcement is subject to change without notice and the Company does not undertake any responsibility or obligation nor does it intend to revise or update publicly or review any of the forward-looking statements in this Announcement to reflect events or circumstances after the date of this Announcement (except to the extent required by the Financial Conduct Authority, the London Stock Exchange or by applicable law, the Listing Rules or the Disclosure Rules and Transparency Rules). Prospective investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement, as a prediction of actual results or otherwise.

 

No statement in this Announcement is or is intended to be a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean or to imply that the earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical or published earnings per share of the Company. The price of the Company’s shares and the Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

 

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 and Nasdaq Stockholm.

 

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.

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

SUBJECT TO CERTAIN LIMITED EXCEPTIONS, THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (“EEA”) WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, INCLUDING DIRECTIVE 2010/73/EC, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE “PROSPECTUS DIRECTIVE”) (“QUALIFIED INVESTORS”); AND (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; OR (C) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

 

THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US 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 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. THE PLACING SHARES ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO “QUALIFIED INSTITUTIONAL BUYERS” (“QIBs”) AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

Persons who are located outside of the United States and who are invited to and who choose to participate in the Placing and by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the “Non-US Placees”), will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix.

 

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

(a)          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;

(b)          it is and, at the time the Placing Shares are acquired, will be outside the United States and is acquiring the Placing Shares in an “offshore transaction” in accordance with Rule 903 of Regulation S under the Securities Act, and it is acquiring beneficial interests in the Placing Shares for its own account or, if acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account; and

(c)          if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to each such proposed offer or resale.

 

Each Placee located in the United States (the “US Placees”) shall make specific representations, warranties and acknowledgements pursuant to a US investor representation letter which they will provided with by and will be required to sign and return to a Bookrunner.

The Company and the Bookrunners will rely upon the truth and accuracy of foregoing representations, acknowledgements and agreements.

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

 

The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. Any offering to be made in the United States will be made to a limited number of qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering.

 

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with 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 the United States, Australia, Canada, Japan, South Africa or any other jurisdiction outside the United Kingdom.

 

The Bookrunners do not make any representation to any Placees regarding an investment in the securities referred to in this announcement.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

 

Details of the Placing Agreement and the Placing Shares

Goldman Sachs and Morgan Stanley (together, the “Bookrunners”) have entered into a placing agreement (the “Placing Agreement”) with the Company under which they have severally agreed as agents for the Company to use their respective reasonable endeavours to procure Placees to take up the Placing Shares, on the terms and subject to the conditions set out therein. Subject to the execution of a pricing agreement setting out the final number of Placing Shares to be issued and the final Placing Price (as defined below), following completion of the Bookbuilding Process (as defined below) (the “Pricing Agreement”), if any such Placee defaults in paying the Placing Price in respect of any Placing Shares allotted to it, the Bookrunners have severally (and not jointly or jointly and severally) agreed to acquire such shares, and the Company has agreed to allot or issue, as applicable, such shares to the Bookrunners at the Placing Price, on and subject to the terms set out in the Placing Agreement.

 

The new ordinary shares in the Company to be issued in the Placing (the “Placing Shares”) will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of $0.25 each in the capital of the Company (Ordinary Shares”), including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

 

Application for listing and admission to trading

Application will be made to the Financial Conduct Authority (the “FCA”) for admission of the Placing Shares to the Official List of the Listing Transactions Department of the FCA, and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities.

 

It is expected that Admission of the Placing Shares will become effective at or around 8.00a.m, on 2 April 2019, and that dealings in the Placing Shares will commence at that time.

 

The Bookrunners will today commence the bookbuilding process in respect of the Placing (the “Bookbuilding Process”) to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

 

The Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may, in their sole discretion, determine.

 

Participation in, and principal terms of, the Placing

1.               The Bookrunners are arranging the Placing severally and not jointly or jointly and severally as Bookrunners and agents of the Company. Participation will only be available to persons who may lawfully be, and are, invited to participate by any of the Bookrunners. Each of the Bookrunners and their respective affiliates are entitled to place orders as principal in the Bookbuilding Process.

2.               The Bookbuilding Process, if successful, will establish a single price payable in respect of the Placing Shares (the “Placing Price”) to the Bookrunners by all Placees orders are accepted (subject to paragraph 6 below). The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Bookrunners and the Company following completion of the Bookbuilding Process and any discount to the market price of the Ordinary Shares will be determined in accordance with the listing rules of the FCA. The Placing Price and the number of Placing Shares to be issued will be announced on a Regulatory Information Service following the completion of the Bookbuilding Process.

3.               To place an order in the Bookbuilding Process, Placees should communicate their order to their usual sales contact at one of the Bookrunners. Each order should state the number of Placing Shares which the prospective Placee wishes to acquire at the Placing Price ultimately established by the Company and the Bookrunners or at prices up to a price limit specified in its order. Orders may be scaled down by the Bookrunners on the basis referred to in paragraph 6 below.

4.               All investors who participate in the Placing will be required to indicate whether they wish to settle their allocation in Sterling or in US dollars at the same time as they place their order. The Placing Price in Sterling and US dollars will be provided by the Bookrunners at the time of communicating allocations to the Placees. The Placing Price in US dollars will be based on the WM/Reuters mid-point Dollar/Sterling exchange rate at the first hourly fixing time after the closing of the Bookbuilding Process

5.               The Bookbuilding Process is expected to close no later than 5.00 p.m. (London time) on 29 March 2019 but may be closed earlier or later at the discretion of the Bookrunners. The Bookrunners may, in agreement with the Company, accept orders that are received after the Bookbuilding Process has closed.

6.               The Bookrunners may choose to accept orders, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale back any orders for this purpose on such basis as they may determine. The Company reserves the right (upon agreement with the Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, at its absolute discretion. The acceptance of the orders shall be at the relevant Bookrunner's absolute discretion, subject to agreement with the Company.

7.               Each Placee’s allocation will be confirmed to Placees orally by the relevant Bookrunner following the close of the Bookbuilding Process, and a trade confirmation will be dispatched as soon as possible thereafter. The relevant Bookrunner’s oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Bookrunner and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the relevant Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's corporate documents.

8.               The Company will make a further announcement following the close of the Bookbuilding Process, detailing the number of Placing Shares to be issued and the price at which the Placing Shares have been placed.

9.               Subject to completion of the Bookbuilding Process, the Bookrunners will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares.

10.           An order in the Bookbuilding Process will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bookrunner’s consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bookrunner, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire. Each Placee’s obligations will be owed to the Bookrunners.

11.           Except as required by law or regulation, no press release or other announcement will be made by the Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

12.           Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Registration and Settlement”.

13.           All obligations under the Bookbuilding Process and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under “Conditions of the Placing” and to the Placing not being terminated on the basis referred to below under “Right to Terminate Under the Placing Agreement”.

14.           By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

15.           To the fullest extent permissible by law, neither the Bookrunners, the Company nor any of their respective affiliates shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) in respect of the Placing or any matter or matters related thereto. In particular, neither the Bookrunners, the Company nor any of their respective affiliates shall have any responsibility or liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunners’ conduct of the Bookbuilding Process, or of such alternative method of effecting the Placing as the Bookrunners, their respective affiliates and the Company may agree.

 

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Bookrunners’ obligations under the Placing Agreement are conditional on, inter alia:

(a)                 the warranties given by the Company to the Bookrunners in the Placing Agreement being true and accurate and not misleading at all times before Admission (or, if given as of a specific time, as of that time) by reference to the facts and circumstances then subsisting;

(b)                 the Company having complied with all of its obligations under the Placing Agreement to the extent the same fall to be performed or satisfied prior to Admission;

(c)                 the execution by the Company and the Bookrunners of the Pricing Agreement;

(d)                 the publication by the Company of the results of the Placing by way of Regulatory Information Service following the execution of the Pricing Agreement;

(e)                 the Company allotting and issuing, subject only to Admission, the Placing Shares in accordance with the terms of the Placing Agreement; and

(f)                  Admission occurring by not later than 8.00 a.m. on 5 April 2019 (or such later time and/or date as the Company and the Bookrunners may agree in writing).

The Placing is not conditional on completion of the Transaction.

If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Bookrunners by the respective time or date where specified (or such later time or date as the Company and the Bookrunners may agree) or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees’ rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

 

The Bookrunners may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the above conditions relating to Admission taking place and the Company allotting and/or issuing, as applicable, the relevant Placing Shares may not be waived. Any such extension or waiver will not affect Placees’ commitments as set out in this Announcement.

 

None of the Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunners.

 

Right to Terminate Under the Placing Agreement

The Bookrunners are entitled, at any time before Admission, to terminate the Placing Agreement in accordance with the terms of the Placing Agreement in certain circumstances, including, inter alia, on: (i) a breach by the Company of the representations, warranties and undertakings given by the Company in the Placing Agreement, or on a failure of the Company to comply with any of its obligations in the Placing Agreement (which the Bookrunners consider material in the context of the Placing and/or Admission); (ii) a material adverse change or development likely to result in a material adverse change in the financial or trading position or prospects of the Company and/or its group; or (iii) on a significant change in national or international financial, political, economic or stock market conditions (primary or secondary), an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis, a suspension or material limitation in trading of the ordinary shares in the Company or securities generally on any stock exchange, any change in currency exchange rates or exchange controls or a disruption of settlement systems, or a material disruption in commercial banking as would, in the opinion of Bookrunners, make it impracticable or inadvisable to proceed with the Placing or prejudice dealings in the Placing Shares following Admission.

 

By participating in the Placing, Placees agree that the exercise by any Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such 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.

 

Lock-up

The Company has undertaken to the Bookrunners that, from the date of the Placing Agreement and for a period of 90 days following settlement in respect of the Placing, it will not (and it will ensure that none of its subsidiaries or affiliates will), without the prior written consent of the Bookrunners, (i) save for (a) the issue of ordinary shares pursuant to the exercise of existing employee share options, or (b) the grant in the ordinary course of share options to employees and management, or (c) the issue of the Placing Shares, directly or indirectly, issue, offer, pledge, sell, contract to issue or sell, issue or sell any option or contract to purchase, purchase any option or contract to issue or sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares; or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of ordinary shares, whether any such swap, transaction, agreement or other event described in (i) or (ii) is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise.

 

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing or Admission and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Placees’ commitments will be made solely on the basis of the information contained in this Announcement, including this Appendix, released by the Company today and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this Announcement, and subject to the further terms set forth in the trade confirmation to be provided to individual prospective Placees.

 

Placees’ commitments will be made solely on the basis of the information contained in this Announcement. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Bookrunners or any other person and none of the Bookrunners or the Company nor any other person will be liable for any Placee’s decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB0009895292) following Admission will take place within the system administered by Euroclear UK & Ireland Limited (“CREST”), subject to certain exceptions. The Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system by the expected time for settlement and delivery set out in this Announcement or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.

 

Following the closing of the Bookbuilding Process for the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with the relevant Bookrunner stating the number of Placing Shares allocated to it at the Placing Price, if relevant, the Placing Price in dollars, the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST instructions in respect of the Placing Shares that it has in place with the relevant Bookrunner.

 

The Company will deliver the Placing Shares to a CREST account operated by Morgan Stanley as the Company’s agent and Morgan Stanley will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction with the relevant Bookrunner will then allow delivery of the relevant Placing Shares to that Placee against payment.

 

It is expected that settlement will be on 2 April 2019 on a T+2 delivery basis in accordance with the instructions set out in the trade confirmation.

 

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 reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee’s jurisdiction.

 

Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee’s behalf and retain from the proceeds, for the Bookrunners’ account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee’s behalf. By communicating an order for Placing Shares, each Placee confers on the relevant Bookrunner all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the relevant Bookrunner lawfully takes in pursuance of such sale.

 

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered immediately on acquisition 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 and in particular provided there is no agreement for the sale of the Placing Shares between any such agent and the Placee, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of the Bookrunners nor the Company shall be responsible for the payment thereof.

 

Placees shall not be entitled to receive any fee or commission in connection with the Placing.

 

Representations and Warranties – Non-US Placees

By participating in the Placing each Non-US Placee (and any person acting on such non-US Placee’s behalf) (in their capacity as bookrunners and placing agents of the Company, in each case as a fundamental term of their application for Placing Shares) irrevocably:

a.) represents and warrants that it has read this Announcement, including the Appendix, in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

b.) acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares and that it has not received a prospectus or other offering document in connection therewith;

c.) acknowledges that none of the Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided, nor will provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Bookrunners, the Company, any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

d.) acknowledges that the Ordinary Shares are (and the Placing Shares will be) listed on the premium listing segment of the Official List and are admitted to trading on the main market of the London Stock Exchange and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA and it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty;

e.) acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of the Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in 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 Placing based on any information, representation or statement contained in this Announcement or otherwise. Further, that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that such Placee deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Bookrunners or the Company nor any of their respective affiliates and none of the Bookrunners or 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, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

f.) acknowledges that it has relied on its own investigation of the business, financial or other position of the Company and its group in deciding to participate in the Placing;

g.) acknowledges that none of the Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any publicly available or filed information or any information, representation, warranty or statement relating to the Company or its group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

h.) unless otherwise specifically agreed with the Bookrunners, represents and warrants that it is not, and at the time the Placing Shares are acquired will not be, located in the United States or a resident of Australia, Canada, Japan or South Africa, and each of it and any beneficial owner of the Placing Shares is not a resident of Australia, Canada, Japan or South Africa, and, at the time the Placing Shares are acquired, (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Placing Shares, (ii) will not look to the Bookrunners for all or part of any such loss it may suffer, (iii) is able to bear the economic risk of an investment in the Placing Shares, (iv) is able to sustain a complete loss of an investment in the Placing Shares and (v) has no need for liquidity with respect to its investment in the Placing Shares;

i.) acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of any of the Placing Shares under the securities laws or legislation of the United States, Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, within those jurisdictions;

j.) unless otherwise specifically agreed with the Bookrunners, represents and warrants that it is, or at the time the Placing Shares are acquired that it will be, the beneficial owner of such Placing Shares, or that the beneficial owner of such Placing Shares is not a resident of the United States, Australia, Canada, Japan or South Africa;

k.) represents and warrants that it is subscribing for the Placing Shares for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Placing Shares within the meaning of United States securities laws;

l.) represents and warrants that each of it and/or the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, located outside of the United States and is acquiring the Placing Shares in an “offshore transaction” as defined in Rule 902, and in accordance with Rule 903, of Regulation S;

m.) represents and warrants that the Placing Shares may not be reoffered, resold, pledged or otherwise transferred by it except outside the United States in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S;

n.) represents and warrants that it is located outside the United States and it is not acquiring any of the Placing Shares as a result of any form of directed selling efforts (as defined in Regulation S);

o.) represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

p.) represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the “Regulations”) and, 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;

q.) if it is a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to the offer or resale;

r.) represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”);

s.) represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive;

t.) represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

u.) represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

v.) represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to comply with its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations;

w.) undertakes that it (and any person acting on its behalf) will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Bookrunners may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee’s Placing Shares;

x.) acknowledges that none of the Bookrunners, nor any of their respective affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of any Bookrunner and that the Bookrunners have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

y.) undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Bookrunners or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement (“Indemnified Taxes”). Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Bookrunners and their affiliates and their respective directors, officers and employees on an after-tax basis in respect of any Indemnified Taxes;

z.) acknowledges that any agreements entered into by it pursuant to these terms and conditions, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or 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;

aa.) agrees that the Company, the Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Bookrunners on their own behalf and on behalf of the Company and are irrevocable;

bb.) represents and warrants that it has neither received nor relied on any inside information concerning the Company in accepting this invitation to participate in the Placing;

cc.) represents and warrants if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations; and

dd.) undertakes to irrevocably appoint the Company as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing.

 

Representations and Warranties – US Placees

Each US Placee shall make specific representations, warranties and acknowledgements pursuant to a US investor representation letter which they will provided with by and required to sign and return to a Bookrunner.

 

Further Terms

Each Placee agrees to indemnify on an after tax basis and hold the Company, the Bookrunners and their respective affiliates, directors, officers and employees 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.

 

The agreement to settle a Placee’s acquisition of Placing Shares (and/or the acquisition by a person for whom such Placee is contracting as agent) free of UK stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Bookrunners will be responsible and the Placees shall indemnify the Company and the Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax or similar taxes 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.

 

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

 

Holders of Ordinary Shares will be required to make certain certifications in order to deposit any Ordinary Shares into the Company’s unrestricted American Depositary Receipt facility (the “ADR facility”) maintained by Citibank, N.A., as depositary thereunder (a) for a period of 40 days following the completion of the Placing, in order to prevent Placees of the Placing Shares from depositing such shares in the ADR facility for such period and (b) for a period of six months following completion of the Placing, in order to prevent the deposit of “restricted securities” (as defined in Rule 144 of the Securities Act) into the ADR facility for such period. In addition, Placees of Placing Shares who are located in the United States will be required to represent and agree, inter alia, that they will not deposit the Placing Shares into the ADR facility for so long as such Placing Shares are “restricted securities”.

 

Each Placee, and any person acting on behalf of the Placee, acknowledges that the Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

 

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Bookrunner or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

 

When a Placee or person acting on behalf of the Placee is dealing with a Bookrunner in respect of the Placing, any money held in an account with such Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from such Bookrunner’s money in accordance with the client money rules and will be used by such Bookrunner in the course of its own business and the Placee will rank only as a general creditor of such Bookrunner.

 

All times and dates in this Announcement may be subject to amendment. The Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

 

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 or partial exercise of one will not prevent the exercise of others.

 

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act.

 

The Placing Shares have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the "FIEA"). The Bookrunners have represented and agreed that it will not offer or sell any Placing Shares, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

 

The Placing Shares will not be qualified for sale under the securities laws of any province or territory of Canada. The Bookrunners have represented and agreed that it has not offered, sold or distributed and will not offer, sell or distribute any securities, directly or indirectly, in Canada or to or for the benefit of any resident of Canada, other than in compliance with applicable securities laws. The offer and sale of the Placing Shares in Canada will only be made in the Relevant Provinces or to residents thereof and not in, or to the residents of, any other Province or Territory of Canada. The Placing Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or Subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Placing Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if there is a misrepresentation, provided that the remedies of 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 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Bookrunners are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this Placing.

 

Goldman Sachs, which is authorised by the PRA and regulated by the PRA and the FCA, is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for the providing the protections afforded to clients of Goldman Sachs or for providing advice in relation to the Placing.

 

Morgan Stanley, which is authorised by the PRA and regulated by the PRA and the FCA, is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for the providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Placing

Ondra LLP, which is authorised and regulated by the FCA, is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Ondra LLP nor for providing advice in relation to the Placing and Admission or any transaction, arrangement or other matter referred to in this announcement.

 

tags

  • Corporate