RNS Number : 6110H
Yu Group PLC
13 March 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS"). THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Prior to publication, this announcement contained inside information within the meaning of Article 7 of the EU Market Abuse Regulation 596/2014. With the publication of this announcement, this information is now considered to be in the public domain.
Yü Group PLC
(the "Group" or "Company")
PLACING BY WAY OF ACCELERATED BOOKBUILD TO RAISE £12 MILLION THROUGH THE ISSUE OF NEW ORDINARY SHARES
Yü Group PLC (AIM: YU.), the independent supplier of gas and electricity to the UK corporate sector, announces a proposed non pre-emptive placing of to raise £12.0 million through the issue of new ordinary shares of £0.005 each ("Placing Shares") in the share capital of the Company (the "Placing").
The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this announcement (the "Announcement"). Shore Capital Stockbrokers Limited ("Shore Capital") is acting as Sole Bookrunner in connection with the Placing.
Summary of the Placing
· Placing to raise £12.0 million by way of the Bookbuild which will open with immediate effect following this Announcement;
· Price per Placing Share shall not be less than £10.0 and will be determined through the Bookbuild;
· Shore Capital is acting as Sole Bookrunner in connection with the Placing;
· The Placing is conditional on, inter alia, Admission (defined below) which is expected to occur on 21 March 2018;
· The maximum number of Placing Shares being offered in the Placing represents approximately 8.5 per cent. of the Company's issued share capital prior to the Placing using the Company's existing shareholder authorities under which the Company can issue up to a maximum of 10 per cent. of the Company's issued share capital in the context of the Placing; and
· The Appendix to this Announcement contains the detailed terms and conditions of the Placing.
Background to the Placing
The Company achieved a successful initial public offering ("IPO"), listing on AIM ("AIM"), a market operated by the London Stock Exchange plc ("LSE"), in March 2016 pursuant to which it raised £7.5 million (gross) for the Company. The funds raised were principally to support the Group's hedging policy. Since its IPO the Company has experienced rapid growth and is now cash generative and profitable with predictable revenues. The Company has continued to develop its business investing in infrastructure, through the opening of a new office in Leicester and increasing headcount to support its growth. In addition, the Company has started gas shipping to enhance its gross margins on in-house gas sales. For FY 2017 the Company reported record sales and profits.
Use of proceeds
The profile of the business since IPO has evolved, with an increased focus now on higher volume mid-sized corporate clients and energy brokers. As a result, the Company has grown faster than initially expected and the Company is therefore proposing out a placing to raise £12.0 million, the proceeds of which will be used to:
· Support the collateral required for the Company's letters of credit that underpin the its energy hedging policy;
· Invest in the Company's infrastructure as it looks to accelerate its growing sales profile, specifically in:
o Infrastructure - expansion into a new sales office in Leicester;
o Personnel - sales and support staff; and
o Technology - investment in the Company's IT systems to support the increased number of customers; and
· Provide general working capital.
Details of the Placing
Shore Capital is acting as Sole Bookrunner in connection with the Placing.
The Bookbuild will open with immediate effect following this Announcement. The exact number of Placing Shares to be placed and the price at which the Placing Shares are to be placed will be determined by the Company and Shore Capital at the close of the Bookbuild and announced by the Company shortly thereafter. The timing of the closing of the Bookbuild, pricing and allocations are at the discretion of the Company and Shore Capital.
Under the terms of the Placing, the Company intends raise £12.0 million. The maximum number of Placing Shares being offered in the Placing represents approximately 8.5 per cent. of the Company's issued share capital prior to the Placing. The Placing is being undertaken using the Company's existing shareholder authorities which were obtained at the Company's Annual General Meeting on 25 May 2017.
The Placing Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing Ordinary Shares including in respect of the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue.
Members of the public are not entitled to participate in the Placing.
The Company will apply for admission of the Placing Ordinary Shares to listing on AIM ("Admission"). It is expected that settlement of subscriptions in respect of the Placing Shares and Admission will take place and that trading will commence at 8.00am on 21 March 2018.
The Placing is conditional upon, inter alia, Admission becoming effective not later than 8.00 a.m. on 21 March 2018 (or such later time and/or date as Shore Capital in is absolute discretion may agree not being later than 31 March 2018) and the placing agreement between the Company and Shore Capital (the "Placing Agreement") becoming unconditional and not being terminated in accordance with its terms. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this Announcement (which forms part of the Announcement) (the "Terms and Conditions").
By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for the Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendix), in its entirety and to be making such offer on the terms and subject to the conditions in this Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
Your attention is drawn to the detailed Terms and Conditions of the Placing set out in the Appendix to this Announcement.
For further information please contact:
Notes to Editors
Information on the Group
Yü Group PLC is an independent supplier of gas, electricity and water utilities focused on servicing larger corporate and SME businesses throughout the UK. It has no involvement in the domestic retail market. The Group was listed on the AIM market of the London Stock Exchange following a successful IPO in March 2016.
This announcement, including the Appendix (together, the "Announcement"), and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States including its territories and possessions, any state of the United States or the District of Columbia), Canada, Australia, Japan or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions"). 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 Jurisdiction or any other state or jurisdiction in which such offer or solicitation is not authorised 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.
The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in offshore transactions in compliance with Regulation S under the Securities Act. The Placing Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable 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 relevant state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails or facilities of interstate commerce, directly or indirectly, in connection with the Placing. This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, Shore Capital or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.
This Announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area (other than the United Kingdom) who are "qualified investors", as defined in article 2.1(e) of the Prospectus Directive (Directive 2003/71/EC), as amended (the "Prospectus Directive"), (B) if in the United Kingdom, persons who (i) 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, as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended ("FSMA") or (C) persons to whom it may otherwise lawfully be communicated (each in (A), (B) or (C), a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person.
This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this Announcement are for information purposes only.
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 action.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
No prospectus or offering document will be made available in connection with the matters contained in this Announcement and no such prospectus or offering document is required (in accordance with the Prospectus Directive) to be published.
The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.
Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "plans", "projects", "targets", "will" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve known and unknown risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate, amongst other things, to differ materially from the matter expressed or implied by the forward-looking statements. Given those risks, assumptions and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are not guarantees of future performance and speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority ("FCA"), the London Stock Exchange, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Any indication in this Announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to the future price at which the Ordinary Shares may be bought or sold. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Shore Capital and Corporate Limited which is authorised and regulated by the FCA, acts as nominated adviser to the Company for the purposes of the AIM Rules. Shore Capital Stockbrokers Limited which is a member of the London Stock Exchange and is authorised and regulated by the FCA, is acting as sole bookrunner to the Company for the purpose of the Placing. Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited are acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.
Save for the responsibilities and liabilities, if any, of Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited under FSMA or the regulatory regime established thereunder, 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 or on behalf of Shore Capital and Corporate Limited, Shore Capital Stockbrokers Limited or by their respective affiliates, agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market of that name operated by the LSE.
The Appendix to this Announcement sets out the Terms and Conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral (or written) and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been issued by the Company and is the sole responsibility of the Company.
This Announcement does not contain a recommendation concerning the Placing.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.
TERMS AND CONDITIONS OF THE PLACING
These Terms and Conditions do not constitute an offer or invitation to acquire, underwrite or dispose of, or any solicitation of any offer or invitation to acquire, underwrite or dispose of, any Placing Shares or other securities of the Company to any person in any jurisdiction to whom it is unlawful to make such offer, invitation or solicitation in such jurisdiction. Persons who seek to participate in the Placing ("Placees") must inform themselves about and observe any such restrictions and must be persons who are able to lawfully receive this Announcement in their jurisdiction. In particular, these Terms and Conditions do not constitute an offer or invitation (or a solicitation of any offer or invitation) to acquire, underwrite or dispose of or otherwise deal in any Placing Shares or other securities of the Company in the United States of America, its territories and possessions ("United States"), Canada, Australia, Japan or the Republic of South Africa.
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 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.
No public offering of the Placing Shares is being made in the United Kingdom or elsewhere.
These Terms and Conditions apply to Placees, each of whom confirms his or its agreement, whether by telephone or otherwise, with Shore Capital (the "Bookrunner") to subscribe for Placing Shares in the Placing, and hereby agrees with the Bookrunner to be legally and irrevocably bound by these Terms and Conditions which will be the Terms and Conditions on which the Placing Shares will be acquired in the Placing and is deemed to have read and understood this Announcement in its entirety (including this appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this appendix.
Capitalised terms not otherwise defined in this appendix are as defined in the Announcement relating to the Placing of which this appendix forms a part.
The Terms and Conditions must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the Terms and Conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. A Placee may not assign, transfer, or in any manner, deal with its rights or obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of the Bookrunner or in accordance with all relevant requirements.
All times and dates in this appendix are references to times and dates in London (United Kingdom).
Terms of the Placing
The Bookrunner has, prior to this Announcement, entered into the Placing Agreement with the Company under which the Bookrunner has undertaken, on the terms and subject to the conditions set out therein, to use its reasonable endeavours as agent of the Company to procure Placees for the Placing Shares. This appendix gives details of the terms and conditions of, and the mechanics for participation in, the Placing.
Each Placee's commitment to subscribe for a fixed number of Placing Shares under the Placing will be agreed (orally or otherwise) with the Bookrunner and such agreement will constitute a binding irrevocable commitment by a Placee, subject to the Terms and Conditions set out in this appendix, to subscribe for and pay for the relevant number of Placing Shares (the "Placing Participation") at the price per Placing Share notified to Placees ("Placing Price"). Such commitment is not capable of termination or rescission by the Placee in any circumstances except fraud. All such obligations are entered into by the Placee with the Bookrunner acting in its capacity as agent of the Company and are therefore directly enforceable by the Company.
Each Placee allocated Placing Shares in the Placing will be sent a confirmatory email stating the number of Placing Shares allocated to it at the Placing Price, the total amount payable to the Bookrunner and including settlement instructions (the "Confirmation Note"). Except with the Bookrunner's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
Each Placee will be deemed to have read this appendix in its entirety.
The Company confirms that the Placing Shares will when issued, subject to the constitution of the Company, rank pari passu in all respects and form one class with the existing Ordinary Shares of the Company in issue on Admission, including the right to receive dividends or other distributions after the date of issue of the Placing Shares, if any. The Placing Shares are or will be issued free of any encumbrance, lien or other security interest.
Application for Admission
Application will be made to the LSE for Admission of the Placing Shares to trading on AIM. It is anticipated that Admission of the Placing Shares to trading on AIM will become effective at 8.00 a.m. on 21 March 2018 and that dealings in the Placing Shares will commence at that time and date for normal account settlement.
Placing Participations conditional
Placing Participations are in all respects conditional upon:-
(a) the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms; and
(b) Admission becoming effective;
in each case by 8.00 a.m. on 21 March 2018 (or such later time and/or date as the Company and Shore Capital agree, but in any event being no later than 31 March 2018 ("Long Stop Date").
Shore Capital (after consulting with the Company) reserves the right to scale back the number of Placing Shares to be subscribed by any Placee or the number of Placing Shares to be subscribed for by all Placees in aggregate. Shore Capital also reserves the right not to offer allocations of Placing Shares to any person and not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. Shore Capital shall be entitled to effect the Placing by such method as it shall in its sole discretion lawfully determine in the exercise of its appointment and the powers, authority and discretion conferred on it as Bookrunner.
To the fullest extent permissible by law, Shore Capital nor any holding company thereof, nor any subsidiary, branch or affiliate of Shore Capital (each an "Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Shore Capital, nor any of its Affiliates nor any person acting on behalf of any such person shall have any liability to Placees in respect of its conduct of the Placing.
Pursuant to the Placing Agreement, Shore Capital has agreed on behalf of and as agent of the Company to use its reasonable endeavours to procure persons to subscribe for the Placing Shares at the Placing Price, subject to these Terms and Conditions. The Placing will not be underwritten.
Conditions of the Placing
The obligations of Shore Capital under the Placing Agreement are conditional, inter alia, on:-
(a) none of the warranties in the Placing Agreement being untrue or inaccurate or misleading at the date of the agreement and at the date of Admission and no fact or circumstance having arisen which would render any of the warranties untrue or inaccurate or misleading when repeated at Admission;
(b) the Placing Shares having been allotted, subject only to Admission; and
(c) Admission taking place not later than 8.00 a.m. on 21 March 2018 or such later time or date as the Company and Shore Capital may otherwise agree (but not being later than 8.00 a.m. on the Long Stop Date).
The Placing Agreement will contain, inter alia, certain warranties and indemnities from the Company for the benefit of Shore Capital.
Right to terminate the Placing Agreement
Shore Capital may, in its absolute discretion, terminate the Placing Agreement (inter alia) if: (i) it becomes aware of any circumstance resulting in a material breach of the warranties given to them in the Placing Agreement at the date of the agreement or when repeated on Admission; (ii) the Company is in material breach of any provision of the Placing Agreement; (iii) an event or other matter (including, without limitation, any change or development in economic, financial, political, diplomatic or other market conditions or any change in applicable law or regulation) has occurred or is reasonably likely to occur which, in the opinion of Shore Capital, is (or will if it occurs be) reasonably likely to materially and adversely affect the assets, financial position or the business or prospects of the Company and which Shore Capital considers to be material in the context of the Placing or otherwise makes it impractical or inadvisable for Shore Capital to perform its obligations under the Placing Agreement.
The exercise by Shore Capital of a right of termination (or any right of waiver exercisable by Shore Capital) contained in the Placing Agreement or the exercise of any discretion under the Terms and Conditions set out herein is within the absolute discretion of Shore Capital and Shore Capital will not have any liability to Placees whatsoever in connection with any decision to exercise or not exercise any such rights.
By accepting the Placing Shares referred to in the Announcement to which this appendix is annexed, each Placee agrees that, without having any liability to such Placee, Shore Capital may, in its absolute discretion, exercise the right: (i) to extend the time for fulfilment of any of the conditions in the Placing Agreement (provided that Placees' commitments are not extended beyond the Long Stop Date); (ii) to waive, in whole or in part, fulfilment of certain of the conditions (but not including Admission); or (iii) to terminate the Placing Agreement, in each case without consulting Placees (or any of them).
If any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived), the Placing Agreement is terminated or the Placing Agreement does not otherwise become unconditional in all respects, the Placing will not proceed and all funds delivered by Placees to Shore Capital pursuant to the Placing and this appendix will be returned to Placees at their risk without interest, and Placees' rights and obligations under the Placing shall cease and determine at such time and no claim shall be made by Placees in respect thereof.
Registration and settlement
Irrespective of the time at which the Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made on the basis explained below.
Settlement of transactions in the Placing Shares following Admission will take place within the CREST system ("CREST") (subject to certain exceptions). Shore Capital reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it may deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in the Announcement or would not be consistent with the regulatory requirements in the jurisdiction of any Placee.
It is expected that settlement will be on 21 March 2018 in accordance with the instructions set out in the Confirmation Note.
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 3 percentage points above The Royal Bank of Scotland plc's base rate, with interest compounded on a daily basis.
Each Placee is deemed to agree that, if it does not comply with these obligations, Shore Capital may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for its account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise in any jurisdiction upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Shore Capital all such authorities and powers necessary or desirable to carry out any such sale and agrees to ratify and confirm all actions which Shore Capital 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 Confirmation Note is copied and delivered immediately to the relevant person within that organisation.
The Company confirms that, insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax.
Placees will not be entitled to receive any fee or commission in connection with the Placing.
Further Terms, Confirmations and Warranties
By accepting the Placing Participation referred to in the Confirmation Note, each Placee makes the following confirmations, acknowledgements, representations, warranties and/or undertakings to Shore Capital and the Company and their respective directors, agents and advisers:
1. each Placee confirms, represents and warrants that it has read and understood the Announcement (including this appendix) in its entirety and acknowledges that its Placing Participation will be governed by the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings in this appendix;
2. each Placee acknowledges and agrees that its Placing Participation on the Terms and Conditions set out in this appendix is legally binding, irrevocable and is not capable of termination or rescission by such Placee in any circumstances;
3. each Placee confirms, represents and warrants that it has not relied on, received or requested nor does it have any need to receive, any prospectus, offering memorandum, listing particulars or any other document (other than the Announcement), any information given or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company or Shore Capital or by any subsidiary, holding company, branch or associate of the Company or Shore Capital or any of their respective officers, directors, agents, employees or advisers, or any other person in connection with the Placing, the Company and its subsidiaries or the Placing Shares and that in making its application under the Placing it is relying solely on the information contained in the Announcement and this appendix and it will not be relying on any agreements by the Company and its subsidiaries or Shore Capital, or any director, employee or agent of the Company or Shore Capital other than as expressly set out in this appendix, for which neither Shore Capital nor any of its directors and/or employees and/or person(s) acting on its behalf shall to the maximum extent permitted under law have any liability except in the case of fraud;
4. each Placee confirms, represents and warrants that it is sufficiently knowledgeable to understand and be aware of the risks associated with, and other characteristics of, the Placing Shares and, among others, of the fact that it may not be able to resell the Placing Shares except in accordance with certain limited exemptions under applicable securities legislation and regulatory instruments;
5. each Placee confirms, represents and warrants, if a company or partnership, that it is a valid and subsisting company or partnership and has all the necessary capacity and authority to execute its obligations in connection with the Placing Participation and confirms, represents and warrants that any person who confirms to Shore Capital on behalf of a Placee an agreement to subscribe for Placing Shares is duly authorised to provide such confirmation to Shore Capital;
6. each Placee agrees that the entry into the Placing Agreement or the exercise by Shore Capital of any right of termination or any right of waiver exercisable by Shore Capital contained in the Placing Agreement or the exercise of any discretion is within the absolute discretion of Shore Capital, and Shore Capital will not have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights. Each Placee acknowledges that if: (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived); (ii) the Placing Agreement is terminated; or (iii) the Placing Agreement does not otherwise become unconditional in all respects; the Placing will lapse and such Placee's rights and obligations in relation to the Placing shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;
7. each Placee acknowledges and agrees that Shore Capital does not act for, and that it does not expect Shore Capital to have any duties or responsibilities towards, such Placee, including, without limitation, for providing protections afforded to customers or clients of Shore Capital under the FCA's Conduct of Business Sourcebook or advising such Placee with regard to its Placing Participation and that such Placee is not, and will not be, a customer or client of Shore Capital as defined by the FCA's Conduct of Business Sourcebook in connection with the Placing. Likewise, Shore Capital will not treat any payment by such Placee pursuant to its Placing Participation as client money and governed by the FCA's Client Assets Sourcebook;
8. each Placee undertakes and agrees that it will be responsible for any stamp duty or stamp duty reserve tax or securities transfer tax in relation to the Placing Shares comprised in its Placing Participation and that neither Shore Capital nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or securities transfer tax in relation to the Placing Shares comprised in such Placee's Placing Participation;
9. each Placee confirms, represents and warrants that it is a Relevant Person and that it may lawfully subscribe for the Placing Shares comprised in such Placee's Placing Participation and that it has complied with and will comply with all applicable law and regulation with respect to anything done by such Placee in relation to the Placing Shares in, from or otherwise involving, the United Kingdom or elsewhere;
10. each Placee acknowledges and agrees that the agreement confirmed by the Confirmation Note is a legally binding contract between it and Shore Capital and the Company and the Terms and Conditions of such Placee's Placing Participation will be governed by, and construed in accordance with, the laws of England and Wales, to the exclusive jurisdiction of whose courts such Placee irrevocably agrees to submit;
11. each Placee agrees that it will ensure delivery and payment is completed in accordance with the settlement instructions set out in the Confirmation Note and acknowledges and agrees that time shall be of the essence as regards such Placee's obligations pursuant to its Placing Participation;
12. each Placee acknowledges and agrees that it is the responsibility of such Placee (if it is outside of the United Kingdom) to satisfy itself that, in doing so, such Placee complies with the laws and regulations of any relevant territory in connection with its Placing Participation and that it obtains any requisite governmental or other consents and observes any other applicable formalities;
13. each Placee acknowledges and agrees that the Announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, Placing Shares in any jurisdiction in which such an offer or solicitation is unlawful. Accordingly, such Placee acknowledges and agrees that the Placing Shares may not, subject to certain limited exceptions, be offered or sold, directly or indirectly, in or into the United States, any province of Canada or Australia, Japan or the Republic of South Africa or offered or sold to, or for the account or benefit of, a national, citizen or resident of the United States, any province of Canada or Australia, Japan or the Republic of South Africa, in each case subject to limited exemptions, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction;
14. each Placee acknowledges and agrees that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, or the relevant Canadian, Japanese, Australian or South African securities legislation and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States, Canada, Japan, Australia or the Republic of South Africa or their respective territories and possessions, subject to limited exemptions, and in the case of the United States, pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and in compliance with United States securities laws;
15. each Placee confirms, represents and warrants that it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with its Placing Participation and complied with all requisite formalities, and that it has not taken any action or omitted to take any action which will or may result in Shore Capital, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing or such Placee's Placing Participation;
16. each Placee confirms, represents and warrants that its subscription for Placing Shares does not trigger, in the jurisdiction in which such Placee is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such subscription; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of Shore Capital or the Company;
17. each Placee confirms, represents and warrants it is acting as principal and for no other person and that its Placing Participation will not give any other person a contractual right to require the issue or sale by the Company of any Placing Shares;
18. each Placee confirms, represents and warrants that in accepting its Placing Participation it is not applying for registration as, or as a nominee or agent for, a person who is or may be a person mentioned in sections 67 to 72 inclusive and sections 93 to 97 inclusive of the UK Finance Act 1986;
19. each Placee confirms, represents and warrants that, to the extent applicable to it, it is aware of its obligations in connection with the UK Criminal Justice Act 1993, Terrorism Act 2006, Anti-Terrorism Crime and Security Act 2001, Money Laundering Regulations, the Proceeds of Crime Act 2002 and the Financial Services and Markets Act 2000 (each as amended), it has identified its clients in accordance with the Money Laundering Regulations 2007 and it has complied fully with its obligations pursuant to those Regulations;
20. each Placee acknowledges and agrees that all times and dates in the Announcement and the Terms and Conditions set out in this appendix may be subject to amendment and that Shore Capital will notify it of any such amendments;
21. each Placee acknowledges and agrees that no term of the agreement confirmed by the Confirmation Note shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than the Company or Shore Capital or any affiliate of Shore Capital or any Indemnified Persons (as hereinafter defined);
22. each Placee acknowledges that any of its monies held or received by Shore Capital will not be subject to the protections conferred by the Financial Conduct Authority ("FCA")'s Client Money Rules;
23. each Placee confirms and agrees that, in connection with any permitted transfer, the Company or the Bookrunner will have the right to obtain, as a condition to such transfer, a legal opinion of counsel, in form and by counsel satisfactory to the Company or the Bookrunner, that no Securities Act registration is or will be required along with appropriate certifications by the transferee as to the 'Accredited Investor' status and/or other appropriate matters;
24. each Placee confirms, represents and warrants that it has not distributed, forwarded, transferred or otherwise transmitted the Announcement or any other presentation or offering materials concerning the Placing Shares within the United States, nor will it do any of the foregoing. Such Placee further confirms that it understands that the information in the Announcement, including financial information, may be materially different from any disclosure that would be provided in a United States offering;
25. each Placee confirms, represents and warrants that if it has received any confidential price sensitive information about the Company in advance of the Placing, it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;
26. each Placee confirms, represents and warrants that, in making its investment decision with respect to the Placing Shares:-
26.1. it has not relied on the Company or any of its respective affiliates or on any document published by any of them (other than the Announcement);
26.2. it has the ability to bear the economic risk of its investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;
26.3. it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits, risks and suitability of investing in the Placing Shares, and is able to sustain a complete loss of any investment in the Placing Shares;
26.4. it has investigated independently and made its own assessment and satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares, including any federal, state and local tax consequences, affecting it in connection with its subscription for and any subsequent disposal of the Placing Shares;
26.5. if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, 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" as defined in Article 2.1(e) of the Prospectus Directive, or in circumstances in which the prior consent of the Bookrunner has been given to the offer or resale; and
26.6. it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;
27. each Placee acknowledges and agrees that it is not entitled to the protections afforded to clients of Shore Capital in connection with the Placing and that neither Shore Capital nor any of its affiliates nor any of its respective officers, directors, employees or advisers shall be liable for any losses (including, without limitation, loss of profit, loss of business or opportunity and special interest or consequential losses), damages or costs of the Placee save as a result of fraud or for death or personal injury;
28. each Placee acknowledges that the Company, Shore Capital, CREST, the registrar, any transfer agent, any distributors or dealers and their respective affiliates and others will rely on the truth and accuracy of the foregoing warranties, acknowledgements, representations, undertakings and agreements, and agrees to notify the Company and Shore Capital promptly in writing if any of its warranties, acknowledgements, representations, undertakings or agreements set out above cease to be accurate and complete and to indemnify and hold harmless on an after-tax basis the Company, Shore Capital and any of their respective officers, directors, agents, employees or advisers ("Indemnified Persons") from and against any and all loss, damage, liability or expense, including reasonable costs and attorneys' fees and disbursements, which an Indemnified Person may incur by reason of, or in connection with, any representation or warranty made by such Placee as set out above not having been true when made, any misrepresentation made or any failure by such Placee to fulfil any of its undertakings or agreements set out above or any other document such Placee provides to the Company or Shore Capital. Such Placee irrevocably authorises each of the Company and Shore Capital to produce a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;
29. acknowledges that it irrevocably appoints any member or officer of the Bookrunner 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; each Placee acknowledges that the rights and remedies of Shore Capital 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 right or remedy will not prevent the exercise of the other rights and/or remedies;
30. authorises and instructs the Bookrunner, the Company and their respective agents to receive and hold any personal data and information of or belonging to the Placee which is received in relation to the Placing, and it consents to the lawful use by the Bookrunner, the Company and their respective agents of such data and information for the purposes of the Placing; and
31. each Placee undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the Announcement and these Terms and Conditions on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Shore Capital may in its sole discretion determine and without liability to such Placee and such Placee will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to or referred to in these Terms and Conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf.
The Terms and Conditions set out in this appendix and the Announcement of which it forms part have been issued by the Company and are the sole responsibility of the Company.
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