TIDMENT
RNS Number : 5941C
Entain PLC
13 June 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR
ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE
SECTION OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
13 June 2023
Entain plc
Proposed Placing of New Ordinary Shares
Entain plc (LSE:ENT), the global sports-betting, gaming and
interactive entertainment group ("Entain", the "Company", and,
together with its subsidiaries, the "Group"), today announces its
intention to conduct an equity raise of approximately GBP600m
through a non-pre-emptive placing of new ordinary shares of EUR0.01
each in the capital of the Company (the "Placing Shares") to
institutional investors (the "Placing").
Concurrently with the Placing, the Company will today make a
separate offer of new ordinary shares of EUR0.01 each in the
capital of the Company (the "Retail Offer Shares") via PrimaryBid
(the "Retail Offer"), to provide retail investors with an
opportunity to acquire Retail Offer Shares. A separate announcement
will be made shortly regarding the Retail Offer and its terms.
The Placing will be conducted through an accelerated bookbuild
which will be launched immediately following this Announcement and
will be made available to new and existing eligible institutional
investors. The Placing is subject to the terms and conditions set
out in Appendix I to this Announcement. Merrill Lynch International
("BofA Securities") and Morgan Stanley & Co. International plc
("Morgan Stanley") are acting as joint global coordinators and
joint bookrunners (together, the "Bookrunners") in respect of the
Placing, with Banco Santander, S.A. ("Santander", and, together
with the Bookrunners, the "Banks") acting as co-manager.
Use of Proceeds
Entain has separately announced today that Entain CEE is
launching a tender offer (the "Offer") to acquire 100% of STS
Holding S.A. ("STS"), the leading sports-betting operator in Poland
listed on the Warsaw Stock Exchange (WSE:STH) (the "Acquisition").
Entain CEE is Entain's venture in Central and Eastern Europe
("CEE") together with its partner EMMA Capital ("EMMA") - Entain
and EMMA will fund the Offer in proportion to their current
shareholding in Entain CEE (75% / 25% respectively).
STS's CEO Mateusz Juroszek, and his father Zbigniew Juroszek,
who through their respective family foundations ("Juroszek
Foundations" or "Foundations") hold approximately 70% of STS's
share capital, have entered into a binding agreement to irrevocably
accept the Offer. Following completion, the Juroszek Foundations
will re-invest a proportion of their proceeds into Entain CEE in
return for a 10% economic stake in Entain CEE.
The net cash consideration of the transaction payable by Entain
will be approximately GBP 450m. The remaining proceeds will be used
to fund further near-term acquisitions.
The Placing and Retail Offer are not conditional on completion
of the Acquisition and should the Acquisition not complete, the
Group will retain the net proceeds of the Placing and the Retail
Offer. In such circumstances, the proceeds would be used to pursue
the Group's broader strategy through ongoing investment in both
organic and inorganic opportunities.
A separate announcement (the "Acquisition of STS Announcement")
has been issued in relation to the Acquisition and a presentation
containing further information relevant to the Acquisition has been
made available on the Company's website at
www.entaingroup.com/investor-relations/acquisition-and-placing .
This Announcement should be read in conjunction with the
Acquisition of STS Announcement.
Details of the Placing
BofA Securities and Morgan Stanley are acting as joint global
co-ordinators and joint bookrunners, and Santander is acting as
co-manager, in respect of the Placing.
The Placing is subject to the terms and conditions set out in
Appendix I of this Announcement.
The Bookrunners will commence the Bookbuilding Process
immediately following the release of this Announcement in respect
of the Placing. The price at which the Placing Shares are to be
placed (the "Placing Price") and the number of Placing Shares will
be determined following the close of the Bookbuilding Process by
agreement between the Company and the Bookrunners.
The book will open with immediate effect following this
Announcement. The timing of the closing of the book, pricing and
allocations are at the absolute discretion of the Bookrunners and
the Company. Details of the Placing Price and the number of Placing
Shares and Retail Offer Shares to be allotted and issued will be
announced as soon as reasonably practicable after the close of the
Bookbuilding Process.
The Placing Shares and Retail Offer Shares, when issued, will be
fully paid and will rank pari passu in all respects with each other
and with the existing ordinary shares of the Company, including,
without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Applications will be made to (i) the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares and Retail Offer
Shares to listing on the premium listing segment of the Official
List; and (ii) London Stock Exchange plc for admission of the
Placing Shares and Retail Offer Shares to trading on its main
market for listed securities (together, "Admission").
Settlement for, and Admission of, the Placing Shares and Retail
Offer Shares is expected to take place on or before 8.00 a.m. on 16
June 2023 . The Placing is conditional upon, among other things,
Admission becoming effective. The Placing is also conditional upon
the placing agreement between the Company and the Banks (the
"Placing Agreement") becoming unconditional and not being
terminated in accordance with its terms. The Appendices to this
Announcement set out further information relating to the terms and
conditions of the Placing.
The Retail Offer is not made subject to the terms and conditions
set out in Appendix I to this Announcement, and instead will be
made on the terms outlined in a separate announcement to be made
shortly. The Retail Offer is conditional on the Placing, but the
Placing is not conditional on the Retail Offer.
Entain acknowledges that it is seeking to issue Placing Shares
and Retail Offer Shares amounting to up to approximately 7.9% per
cent of its issued ordinary share capital on a non-pre-emptive
basis. The Company has consulted with its major institutional
shareholders ahead of release of this Announcement, which has
confirmed the Board's view that the Placing is in the best
interests of shareholders.
This Announcement should be read in its entirety. In particular,
you should read and understand the Information provided in the
"Important Notices" section of this Announcement. The appendices to
this Announcement set out further information relating to the terms
and conditions and additional key information of the Placing.
Unless otherwise stated, capitalised terms in this Announcement
have the meanings ascribed to them in the appendices (which forms
part of this Announcement).
Investors who have chosen to participate in the Placing, by
making an oral or written offer to acquire Placing Shares, will be
deemed to have read and understood this Announcement and the
Acquisition of STS Announcement in their entirety (including the
appendices) and to be making such offer on the terms and subject to
the conditions herein, and to be providing the representations,
warranties, agreements, acknowledgements and undertakings contained
in the appendices to this Announcement.
The person responsible for arranging release of this
Announcement on behalf of Entain is Simon Zinger, General
Counsel.
Contact details
Entain plc
Investor Relations - Entain plc investors@Entaingroup.com
David Lloyd-Seed, Chief IR & Communications Officer
Davina Hobbs, Head of Investor Relations
Aimee Remey, VP US Investor Relations
Callum Sims, IR Manager
Media - Entain plc media@Entaingroup.com
Lisa Attenborough, Head of Corporate Communications
Jay Dossetter, Head of Corporate PR
Jodie Hitch, PR Manager
BofA Securities (Joint Global Coordinator and Joint
Bookrunner)
Ed Peel
James Robertson
Stephen Little
Ben Winstanley
Tel: +44 (0) 20 7628 1000
Morgan Stanley (Joint Global Coordinator and Joint
Bookrunner)
Laurence Hopkins
Tom Perry
Emma Whitehouse
Rusheel Somaiya
Tel: +44 (0) 20 7425 8000
Media - Powerscourt
Rory Godson / Rob Greening / Sam Austrums
Tel: +44 (0) 20 7250 1446
Entain@powerscourt-group.com
LEI: 213800GNI3K45LQR8L28
About Entain plc
Entain plc (LSE: ENT) is a FTSE100 company and is one of the
world's largest sports betting and gaming groups, operating both
online and in the retail sector. The Group owns a comprehensive
portfolio of established brands; Sports brands include BetCity,
bwin, Coral, Crystalbet, Eurobet, Ladbrokes, Neds, Sportingbet,
Sports Interaction and SuperSport; Gaming brands include Foxy
Bingo, Gala, GiocoDigitale, Ninja Casino, Optibet, Partypoker and
PartyCasino. The Group owns proprietary technology across all its
core product verticals and in addition to its B2C operations
provides services to a number of third-party customers on a B2B
basis.
The Group has a 50/50 joint venture, BetMGM, a leader in sports
betting and iGaming in the US. Entain provides the technology and
capabilities which power BetMGM as well as exclusive games and
products, specially developed at its in-house gaming studios. The
Group is tax resident in the UK and is the only global operator to
exclusively operate in domestically regulated or regulating markets
operating in over 40 territories.
Entain is a leader in ESG, a member of FTSE4Good, the DJSI and
is AA rated by MSCI. The Group has set a science-based target,
committing to be carbon net zero by 2035 and through the Entain
Foundation supports a variety of initiatives, focusing on safer
gambling, grassroots sport, diversity in technology and
community
projects. For more information see the Group's website : www.entaingroup.com
Important Notices
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON
STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
such release, publication, distribution or forwarding would be
unlawful. No public offering of the securities referred to herein
is being made in any such jurisdiction or elsewhere.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold or transferred directly or indirectly
in or into the United States, 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. No public
offering of the any securities referred to herein is being made in
the United States.
No action has been taken by the Company, any of the Banks or any
of their respective affiliates, or any of its or their respective
directors, officers, partners, employees, advisers or agents
(collectively, "Representatives") that would, or is intended to,
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. The distribution of this
Announcement, and the Placing and/or the offer or sale of the
Placing Shares, may be restricted by law in certain jurisdictions.
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. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so.
Members of the public are not eligible to take part in the
Placing. This Announcement is directed at and is only being
distributed to persons: (a) if in member states of the European
Economic Area (the "EEA"), "qualified investors" within the meaning
of Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") ("Qualified Investors"); or (b) if in the United
Kingdom, Qualified Investors within the meaning of Article 2(e) of
the UK version of Regulation (EU) 2017/1129 as it forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation") who are (i) persons who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), or (ii) persons who fall within
Article 49(2)(a) to (d) of the Order; or (c) persons to whom it may
otherwise lawfully be communicated (each such person above, a
"Relevant Person"). No other person should act 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, if in the United Kingdom, or a Qualified Investor,
if in a member state of the EEA. This Announcement must not be
acted on or relied on by persons who are not Relevant Persons, if
in the United Kingdom, or Qualified Investors, if in a member state
of the EEA. Any investment or investment activity to which this
Announcement or the Placing relates is available only to Relevant
Persons, if in the United Kingdom, and Qualified Investors, if in a
member state of the EEA, and will be engaged in only with Relevant
Persons, if in the United Kingdom, and Qualified Investors, if in a
member state of the EEA.
Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. This Announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such offering
document or prospectus is required (in accordance with the EU
Prospectus Regulation or UK Prospectus Regulation) to be
published.
In Canada, no prospectus has been filed with any securities
commission or similar regulatory authority in respect of the
Placing Shares. No such securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon the
merits of any proposed offering of the Placing Shares and any
representation to the contrary is an offence; no prospectus has
been lodged with, or registered by, the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be,
obtained for the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing
Shares and the Placing Shares have not been, nor will they be,
registered under or offering in compliance with the securities laws
of any state, province or territory of Australia, Canada, the
Republic of South Africa or Japan. Accordingly, the Placing Shares
may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, the Republic of South
Africa, or Japan or any other jurisdiction in which such activities
would be unlawful.
In Canada, the Placing Shares may only be offered and sold in
the provinces of Alberta, British Columbia, Ontario and Quebec on a
basis exempt from the prospectus requirements of applicable
securities laws. In connection with any offer or sale made to
investors in the Placing that are located in Canada, the Placee
will be required to provide a signed investor letter, confirming
its eligibility to participate in the Placing and containing
additional prescribed disclosure for the purposes of compliance
with Canadian securities law requirements.
In Australia, no prospectus has been lodged with, or registered
by the Australian Securities and Investments Commission ("ASIC").
This Announcement may only be made available in Australia to
persons who are "wholesale clients" within the meaning of section
761G(4) of the Corporations Act 2001 (Cth) (the "Australian
Corporations Act") and either sophisticated investors or
professional investors within the meaning of sections 708(8) and
708(11) of the Australian Corporations Act respectively. This
Announcement is not a product disclosure statement or similar
document required under Part 7.9 of the Australian Corporations Act
nor is it a prospectus or other disclosure document under Chapter
6D of the Australian Corporations Act, nor is it any other offer
document under Australian law. Accordingly, this Announcement does
not contain the information which would be contained in a product
disclosure statement, prospectus or other disclosure document
prepared under the Australian Corporations Act and does not purport
to contain all of the information that may be necessary or
desirable to enable a potential investor to properly evaluate and
consider any investment opportunity. This Announcement has not been
lodged with the ASIC. This Announcement does not constitute
investment or financial product advice (nor taxation or legal
advice) or an invitation to subscribe for or purchase any
securities or financial products or an offer for subscription or
purchase of any securities or financial products nor is it a
solicitation to engage in or refrain from engaging in any
acquisition of securities or financial products or other associated
derivatives transactions nor will anything contained within it form
the basis of any offer, contract or commitment. Any advice in this
Announcement is of a general nature only and does not consider the
specific objectives, financial intentions or needs of any
particular person.
This Announcement may contain certain forward-looking
statements, beliefs or opinions, with respect to the financial
condition, results of operations and business of the Company
following the Acquisition. These statements, which contain the
words "anticipate", "believe", "intend", "estimate", "expect",
"may", "will", "seek", "continue", "aim", "target", "projected",
"plan", "goal", "achieve" and words of similar meaning, reflect the
Company's beliefs and expectations and are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment the Company will operate in and are
subject to risks and uncertainties that may cause actual results to
differ materially. No representation is made that any of these
statements or forecasts will come to pass or that any forecast
results will be achieved. Forward-looking statements involve
inherent known and unknown risks, uncertainties and contingencies
because they relate to events and depend on circumstances that may
or may not occur in the future and may cause the actual results,
performance or achievements of the Company to be materially
different from those expressed or implied by such forward looking
statements. Many of these risks and uncertainties relate to factors
that are beyond the Company's ability to control or estimate
precisely, such as future market conditions, currency fluctuations,
the behaviour of other market participants, the actions of
regulators and other factors such as the Company's ability to
continue to obtain financing to meet its liquidity needs, changes
in the political, social and regulatory framework in which the
Company operates or in economic or technological trends or
conditions. Past performance of the Company cannot be relied on as
a guide to future performance. As a result, you are cautioned not
to place undue reliance on such forward-looking statements. The
list above is not exhaustive and there are other factors that may
cause the Company's actual results to differ materially from the
forward-looking statements contained in this Announcement
Forward-looking statements speak only as of their date and the
Company, its subsidiary undertakings, the Banks and any of such
person's respective directors, officers, employees, agents,
affiliates or advisers expressly disclaim any obligation to
supplement, amend, update or revise any of the forward-looking
statements made herein, except where it would be required to do so
under applicable law. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements
in this Announcement may not occur. No statement in this
Announcement is intended as a profit forecast or a profit estimate
and no statement in this Announcement should be interpreted to mean
that the financial performance of the Company for the current or
future financial years would necessarily match or exceed the
historical published for the Company.
BofA Securities and Morgan Stanley, are each authorised by the
UK Prudential Regulation Authority ("PRA") and regulated in the
United Kingdom by the PRA and the Financial Conduct Authority
("FCA"). Santander is registered with the Bank of Spain (Banco de
España) under registration number 0049 with CIF A-39000013. Banco
Santander S.A., London Branch is authorised by the Bank of Spain
and subject to limited regulation by the FCA and PRA. Each of BofA
Securities, Morgan Stanley and Santander is acting exclusively for
the Company and for no one else in connection with the Placing and
will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing or any
other matter referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for giving advice in
relation to the Placing or any other matter referred to in this
Announcement.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of any Bank or by its affiliates or any of its
Representatives as to, or in relation to, the accuracy, adequacy,
fairness 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 or any other statement made or
purported to be made by or on behalf of any Bank or any of its
affiliates or any of its Representatives in connection with the
Company, the Placing Shares, the Retail Offer Shares, the Placing,
or the Retail Offer and any responsibility and liability whether
arising in tort, contract or otherwise therefore is expressly
disclaimed. No representation or warranty, express or implied, is
made by any Bank or any of its affiliates or any of its
Representatives as to the accuracy, fairness, verification,
completeness or sufficiency of the information or opinions
contained in this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation from the requirement
to produce a prospectus. 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.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the main
market for listed securities of the London Stock Exchange.
In connection with the Placing, any Bank and any of its
affiliates or any of its Representatives, acting as investors for
their own account, may take up a portion of the Placing Shares in
the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for the own accounts or
otherwise deal for their own account in such Placing Shares and
other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
acquisition, placing or dealing by, any Bank and any of its
affiliates and its Representatives acting in such capacity. In
addition, any Bank and any of its affiliates or its Representatives
may enter into financing arrangements (including swaps, warrants or
contracts for difference) with investors in connection with which
any Bank and any of its affiliates may from time to time acquire,
hold or dispose of shares. None of the Banks intends to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so. Banks
are not acting for the Company with respect to the Retail
Offer.
Appendix I to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendices) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in
Appendix I to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in Appendix I to this Announcement.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (a)
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 Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (b) eligible
for distribution through all permitted distribution channels (the
"UK target market assessment"). Notwithstanding the UK target
market assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK target market assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK target market assessment, each of the
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK target market assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its
own UK target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, each the Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX I: TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION
PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS
("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING
OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS REGULATION
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE (I)
PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II)
PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (C)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL
OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE
ANY SECURITIES REFERRED TO HEREIN IS BEING MADE IN THE UNITED
KINGDOM, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR
ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix I
have the meanings ascribed to them in Appendix II.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States, any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or
solicitation is unlawful. No public offering of securities will be
made in connection with the Placing in the United Kingdom, the
United States, any other Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
in whole or in part, to persons in the United States, Australia,
Canada, the Republic of South Africa or Japan (each a "Restricted
Territory") or in any jurisdiction in which such publication or
distribution is unlawful. The distribution of this Announcement and
the Placing and/or the offer or sale of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company or by Merrill Lynch International ("BofA
Securities"), Morgan Stanley & Co. International plc ("Morgan
Stanley") or Banco Santander, S.A. ("Santander", and together with
BofA Securities and Morgan Stanley, the "Banks") or any of their
respective Affiliates or Representatives which would permit an
offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes
are required by the Company and the Banks to inform themselves
about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation (in respect of the UK)
and the Prospectus Regulation (in respect of any member state of
the EEA) from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
State securities commission or any other regulatory authority in
the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
No prospectus has been filed with any securities commission or
similar regulatory authority in Canada in connection with the offer
and sale of the Placing Shares. No securities commission or similar
regulatory authority in Canada has reviewed or in any way passed
upon this document or the merits of the Placing Shares and any
representation to the contrary is an offence. In Canada, the
Placing Shares may only be offered and sold on a private placement
basis and are exempt from the requirement that the Company prepares
and files a prospectus under applicable Canadian securities laws.
Any resale of Placing Shares acquired by a Canadian investor in
this Placing must be made in accordance with applicable Canadian
securities laws, which resale restrictions may under circumstances
apply to resales of the Placing Shares outside of Canada.
In Australia, no prospectus has been lodged with, or registered
by the Australian Securities and Investments Commission ("ASIC").
This Announcement may only be made available in Australia to
persons who are "wholesale clients" within the meaning of section
761G(4) of the Corporations Act 2001 (Cth) ("Australian
Corporations Act") and either sophisticated investors or
professional investors within the meaning of sections 708(8) and
708(11) of the Australian Corporations Act respectively. This
Announcement is not a product disclosure statement or similar
document required under Part 7.9 of the Australian Corporations Act
nor is it a prospectus or other disclosure document under Chapter
6D of the Australian Corporations Act, nor is it any other offer
document under Australian law. Accordingly, this Announcement does
not contain the information which would be contained in a product
disclosure statement, prospectus or other disclosure document
prepared under the Australian Corporations Act and does not purport
to contain all of the information that may be necessary or
desirable to enable a potential investor to properly evaluate and
consider any investment opportunity. This Announcement has not been
lodged with the ASIC. This Announcement does not constitute
investment or financial product advice (nor taxation or legal
advice) or an invitation to subscribe for or purchase any
securities or financial products or an offer for subscription or
purchase of any securities or financial products nor is it a
solicitation to engage in or refrain from engaging in any
acquisition of securities or financial products or other associated
derivatives transactions nor will anything contained within it form
the basis of any offer, contract or commitment. Any advice in this
Announcement is of a general nature only and does not consider the
specific objectives, financial intentions or needs of any
particular person. Each investor who receives an offer of Placing
Shares in Australia will be deemed to have represented to the
Company, the Bookrunners and to each dealer from whom a purchase
confirmation is received, as applicable that the investor is ) a
"sophisticated investor" within the meaning of section 708(8) of
the Australian Corporations Act or a "professional investor" within
the meaning of section 708(11) of the Australian Corporations Act
and a wholesale client under section 761G(7) of the Australian
Corporations Act and the issue of the Placing Shares to it under
the Placing does not require a prospectus, other form of disclosure
document or product disclosure statement under the Australian
Corporations Act, and no Placing Shares may be offered for sale (or
transferred, assigned or otherwise alienated) to investors in
Australia for at least 12 months after their issue, except in
circumstances where disclosure to investors is not required under
Part 6D.2 of the Australian Corporations Act.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any of
the Banks or any of their respective Affiliates or Representatives
as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any party or its advisers,
and any liability therefore is expressly disclaimed.
The Banks are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to their clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement.
None of the Company or the Banks or their respective Affiliates
or Representatives makes any representation or warranty, express or
implied, to any Placees regarding any investment in the securities
referred to in this Announcement under the laws applicable to such
Placees. Each Placee should consult its own advisers as to the
legal, tax, business, financial and related aspects of an
investment in the Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein .
In particular each such Placee represents, warrants and
acknowledges that:
a) it is a Relevant Person, if in the United Kingdom, or a
Qualified Investor, if in a member state of the EEA, 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) except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it and
any account with respect to which it exercises sole investment
discretion, is either (i) outside the United States subscribing for
the Placing Shares in an offshore transaction as defined in and in
accordance with Regulation S under the Securities Act ("Regulation
S") or (ii) a "qualified institutional buyer" (each a "QIB") as
defined in Rule 144A under the Securities Act ("Rule 144A") who has
executed or agreed to be bound by the terms of the Investor
Representation Letter in the form provided to it by one of the
Bookrunners or its affiliates (in its capacity as Bookrunners and
as placing agent of the Company in respect of the Placing);
c) if in Canada, it (i) is an "accredited investor" as such term
is defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario), (ii) is a "permitted
client" as such term is defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations ("NI 31-103"), and (iii) has agreed to be
bound to the terms of the Non-US Investor Letter in the form
provided to it by one of the Bookrunners or its affiliates;
d) if acquiring the Placing Shares for the account of one or
more other persons, it has full power and authority to make and
does make the representations, warranties, agreements and
acknowledgements herein on behalf of each such account; and
e) if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation and the UK Prospectus
Regulation, that it understands the resale and transfer
restrictions set out in this Appendix and that any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a member state of the EEA to Qualified
Investors or in the United Kingdom to Relevant Persons, or in
circumstances in which the prior consent of the Banks has been
given to each such proposed offer or resale.
The Company and the Banks will rely on the truth and accuracy of
the foregoing representations, warranties and acknowledgements. No
representation is made by any of the Banks to any Placees regarding
an investment in the Placing Shares.
Bookbuild
Following this Announcement, the Bookrunners will commence a
bookbuilding process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Members
of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
The Bookrunners and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Details of the Placing Agreement and of the Placing Shares
BofA Securities and Morgan Stanley are acting as Joint Global
Co-ordinators and Joint Bookrunners and Santander is acting as
co-manager in connection with the Placing. The Banks have entered
into an agreement with the Company (the "Placing Agreement") under
which, subject to the conditions set out therein, the Bookrunners
have agreed as agents for the Company to use their respective
reasonable endeavours to procure Placees for the Placing Shares in
such number and at a price to be determined following completion of
the Bookbuild and as set out in the Placing Agreement. The price
per Ordinary Share at which the Placing Shares are to be placed
(the "Placing Price") and the final number of Placing Shares will
be decided at the close of the Bookbuild following the execution of
the terms of subscription by the Company and the Bookrunners (the
"Terms of Subscription"). To the extent that, following the
execution of the Terms of Subscription, any Placee defaults in
paying the Placing Price in respect of any of the Placing Shares
allocated to it, the Bookrunners agree to subscribe in their agreed
proportions for such Placing Shares at the Placing Price on the
Closing Date. The timing of the closing of the book, pricing and
allocations are at the discretion of the Company and the
Bookrunners. Details of the Placing Price and the number of Placing
Shares will be announced as soon as practicable after the close of
the Bookbuild.
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after the Closing Date. The
Placing Shares will be issued free of any claims, encumbrances,
liens, charges or other security interests.
Application for admission to trading
The Company will apply to the Financial Conduct Authority (the
"FCA") for admission of the Placing Shares to the premium listing
segment of the Official List of the FCA (the "Official List") and
to London Stock Exchange plc (the "London Stock Exchange") for
admission to trading of the Placing Shares on its Main Market for
listed securities ("Admission").
It is expected that Admission will become effective at or around
8.00 a.m. on 16 June 2023 (or such later time and/or date as may be
agreed between the Company and the Bookrunners) and that dealings
in the Placing Shares will commence at that time.
The Banks are not acting for the Company with respect to the
Retail Offer.
Participation in, and principal terms of, the Placing
1. The Bookrunners are arranging the Placing severally, and not
jointly, nor jointly and severally, as 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 Banks and their respective affiliates are entitled to enter
bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Bookrunners by all Placees whose bids are
successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Bookrunners
and the Company following completion of the Bookbuild. Any discount
to the market price of the Ordinary Shares will be determined in
accordance with the Listing Rules pursuant to Part IV of the FSMA
and applicable guidelines. The Placing Price will be announced on a
Regulatory Information Service following the completion of the
Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of
the Bookrunners. Each bid should state the number of Placing Shares
which the prospective Placee wishes to acquire either at the
Placing Price which is ultimately established by the Company and
the Bookrunners or at prices up to a price limit specified in its
bid. Bids may be scaled down by the Bookrunners on the basis
referred to in paragraph 6 below.
4. The Bookbuild is expected to close no later than 10:00 p.m.
(London time) on 13 June 2023 but may be closed earlier or later,
at the discretion of the Bookrunners. The Bookrunners may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. Either of the Bookrunners reserves the right
not to accept bids or to accept bids in part rather than in whole
on the basis of allocations determined in agreement with the
Company. The acceptance of the bids shall be at the relevant
Bookrunner's absolute discretion.
5. Each prospective Placee's allocation will be agreed between
the Bookrunners and the Company and will be confirmed to
prospective Placees orally by the relevant Bookrunner as agent for
the Company following the close of the Bookbuild, and a trade
confirmation will be dispatched as soon as possible thereafter. The
terms and conditions set out in this Appendix will be deemed
incorporated in that trade confirmation. Subject to paragraph 7
below, 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 (as agent for the Company) 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 at the times
and on the terms and conditions set out in this Appendix and in
accordance with the Company's corporate documents. The Company will
make a further announcement following the close of the Bookbuild
detailing the number of Placing Shares to be issued and the price
at which the Placing Shares have been placed.
6. Subject to paragraphs 2 and 3 above, 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, and may
scale down any bids for this purpose on such basis as they may
determine. The Bookrunners may also, notwithstanding paragraphs 2
and 3 above and subject to the prior consent of the Company, (i)
allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time and (ii) allocate
Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The acceptance of offers shall be
at the absolute discretion of the Bookrunners.
7. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the receipt, compliance
and/or execution (as may be applicable) by each Placee of or with
an Investor Representation Letter in the form provided to it by one
of the Bookrunners or its affiliates.
8. The allocation of Placing Shares to Placees located in Canada
shall be conditional on the receipt, compliance and/or execution
(as may be applicable) by each Placee of or with a Non-US Investor
Letter in the form provided to it by one of the Bookrunners or its
affiliates.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant 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) at the relevant time(s) 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. Such Placees'
obligations will be owed to the relevant Bookrunner.
10. Except as required by law or regulation, no press release or
other announcement will be made by any of the Banks or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same times, on the basis explained below
under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
13. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Bookrunner.
14. To the fullest extent permissible by law, none of the Banks,
the Company or any of their respective Affiliates or
Representatives, nor any person acting on any of their respective
behalfs, shall have any responsibility or liability (whether in
contract, tort or otherwise) to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Banks, nor the Company, nor any of their respective
Affiliates or Representatives shall have any responsibility or
liability (whether in contract, tort or otherwise and including to
the extent permissible by law or any fiduciary duties) in respect
of the Banks' conduct of the Bookbuild or of such alternative
method of effecting the Placing as the Banks, 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 Banks' obligations under the Placing Agreement are
conditional on certain conditions, including:
a) the publication of the Company's announcement regarding the
details of the Placing on a Regulatory Information Service on the
date of the Placing Agreement (or such later time and/or date as
the Company and the Bookrunners may agree);
b) the Terms of Subscription having been executed and delivered
by the Company and the Bookrunners by no later than 8:00 a.m. on
the Business Day following the date of the Placing Agreement (or
such later time and/or date as the Company and the Bookrunners may
agree);
c) the publication of the results of the Placing on a Regulatory
Information Service as soon as reasonably practicable following the
execution of the Terms of Subscription and in any event by 8:00
a.m. on the Business Day following the date of the Placing
Agreement (or such later time and/or date as the Company and the
Bookrunners may agree);
d) each of the representations and warranties on the part of the
Company in the Placing Agreement being true and accurate and not
misleading on the date of the Placing Agreement, the Pricing Date,
and the Closing Date as though they had been given and made on such
dates by reference to the facts and circumstances then
subsisting;
e) the Company having complied with its obligations under the
Placing Agreement or under the terms or conditions of the Placing
which fall to be performed on or prior to the Closing Date, save
where, in the opinion of the Bookrunners, acting jointly and in
good faith, such non-compliance is not (singly or in the aggregate)
material in the context of the Placing or Admission;
f) there not having occurred, in the good faith opinion of the
Bookrunners, any material adverse change since the date of the
Placing Agreement at any time before the Closing Date (whether or
not foreseeable at the date of the Placing Agreement);
g) other than certain announcements contemplated in connection
with the Placing and Admission, no supplementary announcement being
required to be published in connection with the Placing prior to
Admission other than would not, in the opinion of the Bookrunners
(acting jointly and in good faith), be expected to be adverse to
the Placing;
h) the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement;
i) the delivery of certain documents by the Company (including
customary legal opinions) to the Banks;
j) Admission of the Placing Shares occurring not later than 8:00
a.m. (London time) on 16 June 2023 (the "Closing Date") (or such
later time or date as the Bookrunners (acting jointly) may agree
with the Company in writing); and
k) the agreement dated on or about the date hereof between the
Company and STS in connection with the acquisition by the Group of
STS (the "Acquisition Agreement"), and the irrevocable undertakings
provided by the Juroszek Foundations pursuant to the Investment
Agreement:
a. remaining in full force and effect and not having lapsed or been withdrawn;
b. in the case of the irrevocable undertakings only, having not been terminated;
c. or having not been modified in any material respect (in the
opinion of the Bookrunners (acting in good faith)) prior to
Admission, save for any amendments to the Acquisition Agreement:
(a) in relation to either the price offered by Entain CEE for the
STS shares; (b) in relation to any extension of the acceptance
period within which shareholders of STS (including the Juroszek
Foundations) may tender their acceptance under the Acquisition; (c)
as may be required by the Polish Financial Supervision Authority in
accordance with applicable law; or (d) otherwise with the consent
of the Bookrunners (together, the "Permitted Acquisition Agreement
Amendments").
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 relevant time
or date 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, waive satisfaction in
relation to the conditions in the Placing Agreement save that
conditions (a), (b), (c), (h) and (j) may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
None of the Banks, nor any of their respective directors,
officers, employees, agents or affiliates shall have any liability
(whether in contract, tort or otherwise) to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it or another person 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 Banks.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
The Bookrunners are entitled, at any time on or before
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances, including, inter alia, if: (i)
any statement contained in the Company's announcements or made in
connection with the investor presentation relating to the
Acquisition and Admission is or has become untrue, incorrect or
misleading, or any matter has arisen which would, if such
announcements and the investor presentation were to be issued at
that time, constitute an inaccuracy or omission therefrom and which
the Bookrunners, acting jointly and in good faith, consider to be
material in the context of the Placing or Admission; (ii) there has
been a breach by the Company of any of the warranties contained in
the Placing Agreement; (iii) there has been a breach by the Company
of any undertakings or covenants or any other provision contained
in the Placing Agreement which, in the opinion of the Bookrunners,
acting jointly and in good faith, is material in the context of
Admission or the Placing; (iv) the Acquisition Agreement has
lapsed, or has been terminated, withdrawn or modified or is amended
in any material respect (in the opinion of the Bookrunners (acting
in good faith)) save for any Permitted Acquisition Agreement
Amendments; (v) the irrevocable undertakings provided by the
Juroszek Foundations pursuant to the Investment Agreement have been
terminated; (vi) in the opinion of the Bookrunners, acting in good
faith, there shall have been a material adverse change, whether or
not foreseeable at the date of the Placing Agreement; (vii) the
application for Admission is withdrawn or refused by the FCA and/or
the London Stock Exchange; or (viii) there has occurred (a) any
material adverse change in the financial markets in the United
States, the United Kingdom or in any member of the European Union,
any outbreak or escalation of hostilities, war, act of terrorism,
declaration of emergency or martial law or other calamity or crisis
or event or any change or development involving a prospective
change in national or international political, financial, economic,
monetary or market conditions or currency exchange rates or
controls, (b) suspension of, or occurrence of material limitations
to, trading in any securities of the Company by the London Stock
Exchange or any exchange or over the counter market, or of trading
generally on the New York Stock Exchange, the NASDAQ National
Market or the London Stock Exchange, or minimum or maximum prices
for trading having been fixed, or maximum ranges
for prices of securities having been required, by any of said
exchanges or by order of any governmental authority, or a material
disruption in commercial banking or securities settlement or
clearance services in the United States, the United Kingdom or in
any member of the European Union, (c) any change or publicly
announced prospective change in tax law or regulation in the United
Kingdom or Isle of Man after the date of the Placing Agreement
which has or will have a material adverse effect on the tax
treatment of the Ordinary Shares or the transfer thereof, or
exchange controls having been imposed by the United States, the
United Kingdom, or any member of the European Union, or (d)
(declaration of a banking moratorium by the United States, the
United Kingdom or any member of the European Union, , the effect of
which, in each case, in the opinion of the Bookrunners, acting in
good faith, makes it impracticable or inadvisable to proceed with
the Placing or to enforce contracts for the sale of the Placing
Shares.
By participating in the Placing, Placees agree that the exercise
by the Bookrunners of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Bookrunners or for agreement between the Company and the
Bookrunners (as the case may be) and that neither the Company nor
the Bookrunners need make any reference to, or consult with,
Placees and that neither they nor any of their respective
Affiliates or Representatives shall have any liability to Placees
whatsoever in connection with any such exercise or failure to
exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement and subject to the
further terms set forth in the trade confirmation to be provided to
individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement, the Acquisition of STS
Announcement and the publicly available information released by or
on behalf of the Company is exclusively the responsibility of the
Company and confirms to the Banks and the Company that it has
neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company (other than publicly available information) or the Banks or
their respective Affiliates or Representatives or any other person
and none of the Banks or the Company, or any of their respective
Affiliates or Representatives or 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 (regardless of whether or
not such information, representation, warranty or statement was
given or made by or on behalf of any such persons). By
participating in the Placing, each Placee acknowledges and agrees
that it has relied on its own investigation of the business,
financial or other position of the Company and the assets being
acquired pursuant to the Acquisition in accepting a participation
in the Placing. Neither the Company nor the Banks are making any
undertaking or warranty to any Placee regarding the suitability or
legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude or limit
the liability of any person for fraudulent misrepresentation by
that person.
Lock-up
The Company has undertaken to the Bookrunners that, between the
date of the Placing Agreement and 90 calendar days after Admission
(inclusive), it will not, without the prior written consent of the
Bookrunners, directly or indirectly, enter into certain
transactions involving or relating to the Ordinary Shares, subject
to waiver by the Bookruners and certain customary carve-outs agreed
between the Bookruners and the Company.
By participating in the Placing, Placees agree that the exercise
by the Bookrunners of any power to grant consent to waive the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up under the Placing Agreement shall be
within the absolute discretion of the Bookruners and that they need
not make any reference to, or consultation with, Placees and that
they shall have no liability to Placees whatsoever in connection
with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
IM00B5VQMV65) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Bookrunners and the Company
reserve the right to require settlement for, and delivery of, the
Placing Shares to Placees by such other means that they deem
necessary if delivery or settlement is not practicable in CREST
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the total number of Placing Shares to be
allocated to it at the Placing Price, the aggregate amount owed by
such Placee to the relevant Bookrunner and settlement instructions.
Placees should settle against Merrill Lynch International, CREST
Participant ID: 686, CREST Member Account ID: IPO. It is expected
that such contract note will be despatched on or around 14 June
2023 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Bookrunner (unless otherwise
agreed).
The Company will deliver the Placing Shares to a CREST account
operated by BofA Securities as agent for the Company and BofA
Securities will enter its delivery (DEL) instruction into the CREST
system. BofA Securities will hold any Placing Shares delivered to
this account as nominee for the Placees. The input to CREST by a
Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement will be on 16 June 2023 in
accordance with the instructions set out in the trade confirmation
and Admission will occur at 8.00 a.m. on 16 June 2023.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Bookrunners.
Each Placee agrees 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 Company's 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 shall be required to bear any stamp duty, stamp duty
reserve tax or other stamp, securities, transfer, registration,
execution, documentary or other similar impost, duty or tax imposed
in any jurisdiction (together with any interest, fines or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on the Bookrunners all such authorities and
powers necessary to carry out any such sale and agrees to ratify
and confirm all actions which the Bookrunners lawfully take 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 in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject to as provided
below, be so registered free from any liability to UK stamp duty or
UK stamp duty reserve tax. If there are any circumstances in which
any other stamp duty or stamp duty reserve tax (and/or any
interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither the
Banks nor the Company shall be responsible for the payment
thereof.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Bookrunners and the Banks (in their capacity as
Bookrunners, Banks and as placing agents of the Company in respect
of the Placing) and the Company, in each case as a fundamental term
of its application for Placing Shares, the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein, the Acquisition of STS Announcement and any
Exchange Information previously published by or on behalf of the
Company simultaneously with or prior to the date of this
Announcement, and undertakes not to redistribute or duplicate this
Announcement and that it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation and/ or the UK Prospectus
Regulation and it has not received and will not receive a
prospectus, admission document or other offering document in
connection with the Bookbuild, the Placing or the Placing
Shares;
3. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
4. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to
the date of this Announcement and (ii) that certain Ordinary Shares
are admitted to trading on the London Stock Exchange and that the
Company is therefore required to publish certain business and
financial information in accordance with UK MAR and the rules and
practices of the London Stock Exchange and/or the FCA
(collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account,
and similar statements for preceding financial years and that it
has reviewed such Exchange Information and that it is able to
obtain or access such Exchange Information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
company, without undue difficulty; and (iii) it has had access to
such Exchange Information concerning the Company, the Placing and
the Placing Shares as it has deemed necessary in connection with
its own investment decision to acquire any of the Placing Shares
and has relied on that investigation for the purposes of its
decision to participate in the Placing;
5. that none of the Banks, nor the Company nor any of their
respective Affiliates nor any person acting on behalf of any of
them has provided, and none of them will provide, it with any
material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested any of the Banks, the
Company, or any of their respective Affiliates nor any person
acting on behalf of any of them to provide it with any such
material or information;
6. unless otherwise specifically agreed with the Bookrunners,
that they are not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of a Restricted Territory or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire
the Placing Shares, and further acknowledges that the Placing
Shares have not been and will not be registered or otherwise
qualified for offer and sale, nor will an offering document,
prospectus or admission document be cleared or approved in respect
of any of the Placing Shares, under the securities legislation of
the United States or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, taken up, renounced,
transferred, delivered or distributed, directly or indirectly, in
or into those jurisdictions or in any country or jurisdiction where
any such action for that purpose is required;
7. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Banks or any of
their respective Affiliates or Representatives or any person acting
on their behalf has or shall have any responsibility or liability
for any information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement, Acquisition of STS Announcement,, or any information
previously published by or on behalf of the Company or otherwise.
Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares, and
that it has neither received nor relied on any other information
given or investigations, representations, warranties or statements
made by the Banks or the Company and none of the Banks 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. Each Placee
further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company and the assets being acquired pursuant to the Acquisition
in deciding to participate in the Placing and that none of the
Banks or any of their Affiliates have made any representations to
it, express or implied, with respect to the Company, the Bookbuild,
the Placing and the Placing Shares or the accuracy, completeness or
adequacy of the Exchange Information, and each of them expressly
disclaims any liability in respect thereof. Nothing in this
paragraph or otherwise in this Announcement excludes the liability
of any person for fraudulent misrepresentation made by that
person;
8. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Banks,
any of their respective Affiliates or Representatives any person
acting on the Banks or any of their Affiliates' or Representatives'
behalf and understands that (i) none of the Banks nor any of their
respective Affiliates or Representatives nor any person acting on
their behalf has or shall have any liability for public information
or any representation; (ii) none of the Banks or any of their
respective Affiliates or Representatives nor any person acting on
their behalf has or shall have any liability for any additional
information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this document or
otherwise; and that (iii) neither of the Banks nor any of their
respective Affiliates or Representatives nor any person acting on
their behalf accepts any responsibility or liability whatsoever for
or makes any representation or warranty, express or implied, as to
the truth, accuracy or completeness of such information (or whether
any information has been omitted), whether at the date of
publication, the date of this Announcement or otherwise;
9. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
10. that no action has been or will be taken by the Company, the
Banks or any person acting on behalf of the Company or the Banks
that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
11. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Banks, the Company or any of their
respective Affiliates or Representatives acting in breach of the
legal or regulatory requirements of any jurisdiction in connection
with the Placing;
12. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
13. that it has complied with its obligations under the Criminal
Justice Act 1993, EU MAR, UK MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime
and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and the Money Laundering Sourcebook
of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the "Regulations")
and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the Bookrunners have not received such
satisfactory evidence, the Bookrunners may, in their absolute
discretion, terminate the Placee's Placing participation in which
event all funds delivered by the Placee to the Bookrunners will be
returned without interest to the account of the drawee bank or
CREST account from which they were originally debited;
14. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Banks and the Company for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person);
15. it will not acquire or subscribe for, or procure the
acquisition or subscription of, any new ordinary shares offered by
the Company on or about the date hereof on the PrimaryBid
platform;
16. if in a Member State of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is a
"Qualified Investor" within the meaning of Article 2(e) of the
Prospectus Regulation;
17. if in the United Kingdom, that it is a Qualified Investor:
(i) who falls within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who falls
within Article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order or (iii) to whom
this Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
18. if it is in Australia, it is (i) a "sophisticated investor"
within the meaning of section 708(8) of the Australian Corporations
Act or a "professional investor" within the meaning of section
708(11) of the Australian Corporations Act and a wholesale client
under section 761G(7) of the Corporations Act and the issue of the
Placing Shares to it under the Placing does not require a
prospectus, other form of disclosure document or product disclosure
statement under the Australian Corporations Act, and no Placing
Shares may be offered for sale (or transferred, assigned or
otherwise alienated) to investors in Australia for at least 12
months after their issue, except in circumstances where disclosure
to investors is not required under Part 6D.2 of the Australian
Corporations Act;
19. that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United
States or any other Restricted Territory (including electronic
copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials
to any person;
20. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
21. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
22. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation and the UK
Prospectus Regulation, that the Placing Shares acquired for by it
in the Placing will not be acquired for on a non-discretionary
basis on behalf of, nor will they be acquired for with a view to
their offer or resale to, persons in a member state of the EEA
other than Qualified Investors or persons in the United Kingdom
other than Relevant Persons, or in circumstances in which the prior
consent of the Bookrunners has been given to the proposed offer or
resale;
23. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to
Relevant Persons or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of FSMA;
24. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the EEA prior to Admission except
to Qualified Investors or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the EEA within the meaning of the Prospectus
Regulation;
25. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
26. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
27. if it has received any inside information (as defined under
UK MAR) about the Company in advance of the Placing, it has not:
(i) dealt in the securities of the Company; (ii) encouraged or
required another person to deal in the securities of the Company;
or (iii) disclosed such information to any person except as
permitted by the UK MAR, prior to the information being made
publicly available;
28. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Banks, any of their Affiliates or Representatives or any person
acting on their behalf being in breach of the legal and/or
regulatory requirements and/or any anti-money laundering
requirements of any territory in connection with the Placing; and
(iv) that the subscription for and purchase of the Placing Shares
by it or any person acting on its behalf will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
29. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Bookrunners may in their absolute discretion determine and without
liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax or other similar taxes
(together with any interest, fines or penalties) due pursuant to
the terms set out or referred to in this Announcement which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
30. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Bookrunners or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
31. that none of the Banks nor any of their respective
Affiliates or Representatives nor any person acting on their
behalf, is making any recommendations to it, or advising it
regarding the suitability or merits of any transactions it may
enter into in connection with the Placing and that participation in
the Placing is on the basis that it is not and will not be a client
of the Banks and that the Banks do not have any duties or
responsibilities to it for providing the protections afforded to
their respective clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of the Banks'
rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
32. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Banks nor the Company nor any of their
respective Affiliates or Representatives will be responsible for
any liability to stamp duty or stamp duty reserve tax or other
similar duties or taxes (together with any interest, fines or
penalties) resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to indemnify each of the Banks, the Company and any of their
respective Affiliates or Representatives in respect of the same on
an after-tax basis on the basis that the Placing Shares will be
allotted to the CREST stock account of BofA Securities who will
hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
33. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Banks or the Company in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
34. that each of the Banks, the Company and their respective
Affiliates or Representatives and others will rely upon the truth
and accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to each of the Banks on their own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises each of
the Banks and the Company to produce this Announcement, pursuant
to, in connection with, or as may be required by any applicable law
or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein;
35. that it will indemnify on an after-tax basis and hold each
of the Banks, the Company and their respective Affiliates or
Representatives and any person acting on their behalf harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of, directly or indirectly, or
in connection with any breach by it of the representations,
warranties, acknowledgements, agreements and undertakings in this
Appendix, and the Company and the Banks will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements and
undertakings herein and, if any of the foregoing is or becomes no
longer true or accurate, the Placee shall promptly notify the Banks
and the Company;
36. that all confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to each of the Banks on its own
account and on behalf of the Company, and it further agrees that
the provisions of this Appendix shall survive after completion of
the Placing;
37. acknowledges that it irrevocably appoints any director of
the Banks 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;
38. a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Banks;
39. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Banks' conduct of the
Placing;
40. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Banks, (iv) it has had sufficient
time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment and has so conducted its own investigation to the extent
it deems necessary for the purposes of its investigation, and (v)
it will not look to the Company, the Banks, any of their respective
Affiliates or Representatives or any person acting on their behalf
for all or part of any such loss or losses it or they may
suffer;
41. acknowledges and agrees that none of the Banks or the
Company owe any fiduciary or other duties to it or any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
42. understands and agrees that it may not rely on any
investigation that the Banks or any person acting on its behalf may
or may not have conducted with respect to the Company and its
Affiliates or the Placing and the Banks have not made any
representation or warranty to it, express or implied, with respect
to the merits of the Placing, the subscription for or purchase of
the Placing Shares, or as to the condition, financial or otherwise,
of the Company and its Affiliates, or as to any other matter
relating thereto, and nothing herein shall be construed as any
investment or other recommendation to it to acquire the Placing
Shares. It acknowledges and agrees that no information has been
prepared by, or is the responsibility of, the Banks for the
purposes of this Placing;
43. acknowledges and agrees that it will not hold any of the
Banks or any of their respective Affiliates or Representatives or
any person acting on their behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Group or information made available
(whether in written or oral form) relating to the Group (the
"Information") and that none of the Banks nor any person acting on
behalf of the Banks makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such
Information;
44. that in connection with the Placing, the Banks and any of
their respective Affiliates acting as an investor for its own
account may take up shares in the Company and in that capacity may
retain, purchase or sell for its own account such shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to shares being issued, offered or
placed should be read as including any issue, offering or placement
of such shares in the Company to the Banks and any of their
respective Affiliates acting in such capacity. In addition the
Banks may enter into financing arrangements including swaps,
warrants or contracts for differences with investors in connection
with which the Banks or any of their Affiliates may from time to
time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. None of the Banks or any of their
respective Affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
45. acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of the United States, or any state or other
jurisdiction of the United States, nor 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. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of any Restricted Territory and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States or any other Restricted Territory, or in any country or
jurisdiction where any action for that purpose is required;
46. the Placing Shares offered and sold in the United States are
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act and, so long as the Placing Shares are
"restricted securities", it will not deposit the Placing Shares
into any unrestricted depositary receipt facility maintained by any
depositary bank in respect of the Company's shares. It will not
reoffer, sell, pledge or otherwise transfer the Placing Shares
except: (i) in an offshore transaction in accordance with
Regulation S; (ii) in the United States to QIBs pursuant to Rule
144A; (iii) pursuant to Rule 144 under the Securities Act (if
available) or another exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act, in
each case in compliance with all applicable securities laws of the
United States or any State or other jurisdiction of the United
States or (iv) pursuant to an effective registration statement
under the Securities Act and that, in each such case, such offer,
sale, pledge or transfer will be made in accordance with any
applicable securities laws of any state of the United States;
47. the Placing Shares are being offered and sold by or on
behalf of the Company (i) outside the United States in "offshore
transactions" within the meaning of, and pursuant to, Regulation S,
and (ii) in the United States only to certain QIBs (as defined in
Rule 144A) in transactions exempt from, or not subject to, the
registration requirements under the Securities Act. It and the
prospective beneficial owner of the Placing Shares is, and at the
time the Placing Shares are subscribed for will be either: (i)
outside the United States and subscribing for the Placing Shares in
an offshore transaction as defined in, and in accordance with,
Regulation S under the Securities Act or (ii) a QIB which has
executed or agreed to be bound to the terms of the Investor
Representation Letter in the form provided to it by one of the
Banks or its affiliates. In addition, with respect to (ii) above,
it is subscribing for the Placing Shares for its own account or for
one or more accounts as to each of which it exercises sole
investment discretion and each of which is a QIB, it is subscribing
for the Placing Shares for investment purposes only and not with a
view to any distribution or for resale in connection with the
distribution thereof, in whole or in part, in the United States and
it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account;
48. if in Canada, it and the prospective beneficial owner of the
Placing Shares is, at the time the Placing Shares are subscribed
for will be (i) an "accredited investor" as such term is defined in
section 1.1 of National Instrument 45-106 Prospectus Exemptions or,
in Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario), (ii) a "permitted client" as such term is
defined in section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103"), and (iii) has agreed to be bound to the terms of the
Non-US Investor Letter in the form provided to it by one of the
Bookrunners or its affiliates;
49. that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or any form of directed selling efforts (as defined
in Regulation S).
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (for their own
benefit and, where relevant, the benefit of their respective
Affiliates and Representatives and any person acting on their
behalf) and are irrevocable. Each Placee, and any person acting on
behalf of a Placee, acknowledges that none of the Banks or the
Company owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in
the Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. None of the Company or
the Banks will be responsible for any UK stamp duty or UK stamp
duty reserve tax (including any interest and penalties relating
thereto) arising in relation to the Placing Shares in any other
circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Banks nor the Company nor any of their respective
Affiliates or Representatives are liable to bear any stamp duty or
stamp duty reserve tax or any other similar duties or taxes
("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Banks and/or the Company and their respective Affiliates
and Representatives harmless from any such transfer taxes, and all
interest, fines or penalties in relation to such transfer taxes.
Each Placee should, therefore, take its own advice as to whether
any such transfer tax liability arises.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, any of the Banks or their respective
affiliates, agents, directors, officers and/or employees pursuant
to this Announcement where the payment (or any part thereof) is
chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account
any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount)) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that any of the Banks or any of their
respective Affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the Banks are receiving
a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Banks, any money held in an account with any of
the Banks on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the Banks'
money in accordance with the client money rules and will be used by
the Banks in the course of its own business; and the Placee will
rank only as a general creditor of the Banks.
All times and dates in this Announcement may be subject to
amendment by the Banks (in their absolute discretion). The Banks
shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Banks and the Company under these
Terms and Conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
Each Placee may be asked to disclose in writing or orally to the
Banks:
(a) if he or she is an individual, his or her nationality;
or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
APPIX II - DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Acquisition has the meaning given in the
section headed "Proposed Placing
of New Ordinary Shares" of
this Announcement;
Acquisition Agreement means the public tender offer
document to be published by
or on behalf of Entain CEE
and setting out the terms of
the Acquisition;
Acquisition of STS Announcement means the announcement on the
acquisition of STS which includes
details of transaction terms
and on the financing of the
Acquisition;
Admission means admission of the Placing
Shares to the premium listing
segment of the Official List
and to trading on the London
Stock Exchange's main market
for listed securities;
Affiliate has the meaning given in Rule
501(b) of Regulation D under
the Securities Act or Rule
405 under the Securities Act,
as applicable and, in the case
of the Company, includes its
subsidiary undertakings;
Announcement means this announcement (including
its Appendices);
ASIC means the Australian Securities
and Investments Commission;
Australian Corporations Act means the Corporations Act
2001 (Cth);
Banks means BofA Securities, Morgan
Stanley and Santander;
Board means the board of directors
of the Company;
BofA Securities means Merrill Lynch International;
Bookbuild or Bookbuilding means the bookbuilding process
Process to be commenced by the Bookrunners
to use reasonable endeavours
to procure placees for the
Placing Shares, as described
in this Announcement and subject
to the terms and conditions
set out in this Announcement
and the Placing Agreement;
Bookrunners means BofA Securities and Morgan
Stanley;
Business Day means a day (other than a Saturday
or Sunday) on which banks are
open in London for general
business;
Closing Date means the day on which the
Placing will be settled;
Company means Entain plc;
CREST means the relevant system (as
defined in the Uncertificated
Securities Regulations 2001
(SI 2001 No. 3755)) in respect
of which Euroclear is the Operator
(as defined in such Regulations)
in accordance with which securities
may be held and transferred
in uncertificated form;
Entain CEE means Entain Holdings (CEE)
Ltd.
EU MAR means the Market Abuse Regulation
(EU) No.596/2014;
Euroclear means Euroclear UK & Ireland
Limited, a company incorporated
under the laws of England and
Wales;
FCA or Financial Conduct means the UK Financial Conduct
Authority Authority;
FSMA means the Financial Services
and Markets Act 2000 (as amended);
Group means the Company and its subsidiary
undertakings from time to time;
Investment Agreement means the sale and purchase
and investment agreement, dated
on or about the date of this
announcement, between Entain
CEE and the Juroszek Foundations,
in connection with the acquisition
by Entain CEE of those shares
in STS held by the Juroszek
Foundations;
Investor Representation Letter means the letter in the form
provided to certain investors
in the United States by one
of the Bookrunners or its affiliates;
Juroszek Foundations means MJ Foundation Fundacja
Rodzinna w organizacji and
Fundacja Zbigniewa Juroszka
Fundacja Rodzinna w organizacji;
Listing Rules means the rules and regulations
made by the FCA under FSMA;
LSE or London Stock Exchange means London Stock Exchange
plc;
Morgan Stanley means Morgan Stanley & Co.
International plc;
Non-US Investor Letter means the letter in the form
provided to certain investors
outside the United States by
one of the Bookrunners or its
affiliates;
Offer has the meaning given in the
section headed "Proposed Placing
of New Ordinary Shares" of
this Announcement;
Ordinary Share means an ordinary share of
EUR0.01 each in the capital
of the Company;
Permitted Acquisition Agreement has the meaning given in paragraph
Amendments (k) of Appendix I of this Announcement;
Placee means any person (including
individuals, funds or otherwise)
by whom or on whose behalf
a commitment to acquire Placing
Shares has been given;
Placing has the meaning given in the
section headed "Proposed Placing
of New Ordinary Shares" of
this Announcement;
Placing Agreement has the meaning given to it
in Appendix I;
Placing Price means the price per Ordinary
Share at which the Placing
Shares are placed;
Placing Shares has the meaning given in the
section headed "Proposed Placing
of New Ordinary Shares" of
this Announcement;
Pricing Announcement means the announcement published
by the Company confirming the
results of the Placing on a
Regulatory Information Service
following the execution of
the Terms of Subscription;
Pricing Date means the date on which the
Pricing Announcement is published;
Prospectus Regulation means the Prospectus Regulation
(EU) 2017/1129;
QIB means qualified institutional
buyer as defined in Rule 144A
of the Securities Act;
Regulation S means Regulation S promulgated
under the Securities Act;
Regulatory Information Service means any of the services set
out in Appendix 3 of the Listing
Rules;
Representatives means, in respect of a person,
that person's directors, officers,
partners, employees, advisers
and/or agents;
Restricted Territory means the United States, Australia,
Canada, the Republic of South
Africa or Japan;
Retail Offer means the offer of new Ordinary
Shares to retail investors
through PrimaryBid;
Retail Offer Shares means the new Ordinary Shares
to be issued in connection
with the Retail Offer;
Santander means Banco Santander, S.A.;
Securities Act means the U.S. Securities Act
of 1933, as amended;
STS means STS Holding, S.A.
subsidiary has the meaning given to that
term in the Companies Act 2006;
subsidiary undertaking has the meaning given to that
term in the Companies Act 2006;
Terms and Conditions means the terms and conditions
of the Placing set out in Appendix
I;
Terms of Subscription has the meaning given to it
in Appendix I;
UK MAR means the Market Abuse Regulation
(EU) No.596/2014, as it forms
part of domestic law by virtue
of the European Union (Withdrawal)
Act 2018;
UK Prospectus Regulation the Prospectus Regulation as
it forms part of UK domestic
law by virtue of the European
Union (Withdrawal) Act 2018;
United Kingdom or UK means the United Kingdom of
Great Britain and Northern
Ireland; and
United States or US means the United States of
America, its territories and
possessions, any state of the
United States of America, the
District of Columbia and all
other areas subject to its
jurisdiction and any political
sub-division thereof.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK. All
references to "US$", "$" or "dollars" are to the lawful currency of
the United States of America.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCEALKDFDADEFA
(END) Dow Jones Newswires
June 13, 2023 12:03 ET (16:03 GMT)
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